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

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company is a party or by which it may be bound, or to which any of the Company’s properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association of the Company, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “FINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company is a party or by which it may be bound, or to which any of the Company’s properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Agreement and consummation of the transactions contemplated hereby and thereby and or by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus and (including the issuance and sale of the Offered Securities (including Placement Shares and the use of the proceeds from the sale of the Offered Securities Placement Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) will not (A) result in a material breach or violation of any of the terms and provisions of, or constitute a default under, any law, order, rule or regulation to which the Company or any subsidiary is subject (including, without limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA), or by which any property or asset of the Company or any subsidiary is bound or affected, (B) conflict with, result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association of the Company, (ii) will not conflict with or constitute a breach of, or Default constitute a default (or an event that with notice or lapse of time or both would become a default) under, or result in give to others any right of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) (a “Default Acceleration Event”) of, any agreement, lease, credit facility, debt, note, bond, mortgage, indenture or other instrument (“Contract”) or obligation or other understanding to which the creation Company or imposition of any lien, charge subsidiary is a party or encumbrance upon by which any property or assets asset of the Company pursuant toor any subsidiary is bound or affected, except to the extent that such conflict, default, or require the consent of any other party to, any Existing Instrument and (iii) will Default Acceleration Event is not reasonably likely to result in any a Material Adverse Change, or (C) result in a breach or violation of any law, administrative regulation or administrative or court decree applicable to of the Company. No consent, approval, authorization or other order terms and provisions of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection withconstitute a default under, the Company’s execution, delivery and performance articles of this Agreement, incorporation (as the Trust Agreement, same may be amended or restated from time to time) or bylaws (as the Subscription Agreement, the Sponsor Shares Purchase Agreement, same may be amended or restated from time to time). Except as set forth in the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, except such neither the Company nor any of its subsidiaries is in violation, breach or default under its articles of incorporation (as have the same may be amended or restated from time to time), bylaws (as the same may be amended or restated from time to time) or other equivalent organizational or governing documents. Neither the Company nor any its subsidiaries nor, to its knowledge, any other party is in violation, breach or default of any Contract that has resulted in or could reasonably be expected to result in a Material Adverse Change. Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body necessary in connection with the execution and delivery by the Company of this Agreement and the performance of the Company of the transactions herein contemplated has been obtained or made by the Company and are is in full force and effect under effect, except (i) with respect to any Applicable Time at which the Securities Act or Exchange Act and such as may Sales Agent would not be required under applicable state securities or blue sky laws or able to rely on Rule 5110(b)(7)(C)(i) of the Financial Industry Regulatory Authority, Inc. (the “FINRA”), such additional steps as may be required by FINRA, (ii) filings with the Commission required under the Securities Act or the Exchange Act, or filings or notice with the Exchange pursuant to the rules and regulations of the Exchange, in each case that are contemplated by this Agreement to be made after the date of this Agreement, and (iii) such additional steps as may be necessary to qualify the Common Stock for sale by the Sales Agent under state securities or Blue Sky laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not (i) in violation of its memorandum and articles of association andcharter, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association bylaws or other constitutive document or (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not ii) in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except except, in the case of clause (ii) above, for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreementthe Transaction Documents by the Company, and the Trust Agreementissuance and delivery of the Securities, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter, bylaws or other constitutive document of the CompanyCompany or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated hereby, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreementthe Transaction Documents by the Company to the extent a party thereto, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act Act, applicable securities laws of the several states of the United States or Exchange Act and provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such as may be required under applicable state securities holder’s behalf) the right to require the repurchase, redemption or blue sky laws repayment of all or a portion of such indebtedness by the Financial Industry Regulatory Authority, Inc. (the “FINRA”)Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company is a party or by which it may be bound, or to which any of the Company’s properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Agreement and consummation of the transactions contemplated hereby and thereby and or by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus and (including the issuance and sale of the Offered Securities (including Placement Shares and the use of the proceeds from the sale of the Offered Securities Placement Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) will not (A) result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity (as defined below) to which the Company is subject as of the date hereof, (B) conflict with, result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association of the Company, (ii) will not conflict with or constitute a breach of, or Default constitute a default (or an event that with notice or lapse of time or both would become a default) under, or result in give to others any right of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) (a “Default Acceleration Event”) of, any agreement, lease, credit facility, debt, note, bond, mortgage, indenture or other instrument (“Contract”) or obligation to which the creation Company is a party or imposition of any lien, charge or encumbrance upon by which any property or assets asset of the Company pursuant tois bound or affected, or require the consent of any other party to, any Existing Instrument and (iiiC) will not result in any a breach or violation of any law, administrative regulation or administrative or court decree applicable to of the Company. No consent, approval, authorization or other order terms and provisions of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection withconstitute a default under, the Company’s executionarticles of association (as the same may be amended or restated from time to time) (the “Charter”) or other equivalent organizational or governing documents, except in the case of each of clauses (A) and (B), as disclosed in the Registration Statement and the Prospectus or to the extent that such conflict, default, or Default Acceleration Event would not have or would not reasonably be expected to result in a Material Adverse Change. The Company is not in violation, breach or default under the Charter or other equivalent organizational or governing documents. Neither the Company nor, to its knowledge, any other party is in violation, breach or default of any Contract that has resulted in or could reasonably be expected to result in a Material Adverse Change. Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body necessary in connection with the execution and delivery by the Company of this Agreement and the performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation Company of the transactions herein contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have has been obtained or made by the Company and are is in full force and effect under effect, except (i) with respect to any Applicable Time at which the Securities Act or Exchange Act and such as may Sales Agent would not be required under applicable state securities or blue sky laws or able to rely on Rule 5110(b)(7)(C)(i) of the Financial Industry Regulatory Authority, Inc. (the “FINRA”), such additional steps as may be required by FINRA, (ii) filings with the Commission required under the Securities Act or the Exchange Act, or filings with the Exchange pursuant to the rules and regulations of the Exchange, in each case that are contemplated by this Agreement to be made on or after the date of this Agreement, and (iii) such additional steps as may be necessary to qualify the Placement Shares for sale by the Sales Agent under state securities or Blue Sky laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company Neither the Company, the Operating Partnership nor any of their respective subsidiaries is not (i) in violation of its memorandum and articles of association andOrganizational Documents, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not ii) in default (orin the performance or observance of any obligation, with the giving of notice agreement, covenant or lapse of time, would not be in default) condition (“Default”) under contained in any indenture, loanmortgage, loan or credit agreement, deed of trust, note, lease, license agreement, contract, franchise franchise, lease or other agreement or instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or such subsidiary is a party or by which it may be bound, bound or to which any of the Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, each an “Existing Instrument”), or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its Properties, as applicable, except with respect to clauses (ii) and (iii), for such Defaults or violations as could not be reasonably expectedwould not, individually or in the aggregate, to have a Material Adverse Effect. The Company’s and Operating Partnership’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Agreement and consummation of the transactions contemplated hereby and thereby hereby, by the Registration Statement and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association Organizational Documents of the Company, the Operating Partnership or any of their respective subsidiaries, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, the Operating Partnership or any of their subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except such consents as have been obtained by the Company or the Operating Partnership, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company, the Operating Partnership or any of their subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, the Operating Partnership or any of their subsidiaries or any of its or their properties, as applicable, except with respect to clauses (ii) and (iii), for such Defaults, violations, breaches or conflicts as would not, individually or in the aggregate, have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for, or in connection with, for the Company’s or the Operating Partnership’s execution, delivery and performance of this AgreementAgreement or in connection with the offering, issuance or sale of the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter Securities hereunder or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by this Agreement, except (A) the filing of a supplemental listing application with respect to the Shares by the Registration StatementCompany with the NYSE, the Time of Sale Prospectus and the Prospectus, except (B) such as have been obtained or made by the Company or the Operating Partnership and are in full force and effect (C) if required, under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or and (D) if required, from the Financial Industry Regulatory Authority, Inc. (the “FINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company Neither the Company, the Operating Partnership nor any of their respective subsidiaries is not (i) in violation of its memorandum and articles of association andOrganizational Documents, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not ii) in default (orin the performance or observance of any obligation, with the giving of notice agreement, covenant or lapse of time, would not be in default) condition (“Default”) under contained in any indenture, loanmortgage, loan or credit agreement, deed of trust, note, lease, license agreement, contract, franchise franchise, lease or other agreement or instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or such subsidiary is a party or by which it may be bound, bound or to which any of the Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, each an “Existing Instrument”), or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its Properties, as applicable, except with respect to clauses (ii) and (iii), for such Defaults or violations as could not be reasonably expectedwould not, individually or in the aggregate, to have a Material Adverse Effect. The Company’s and Operating Partnership’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Agreement and consummation of the transactions contemplated hereby and thereby hereby, by the Registration Statement and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all requisite action and will not result in any violation of Default under the provisions of the Amended and Restated Memorandum and Articles of Association Organizational Documents of the Company, the Operating Partnership or any of their respective subsidiaries, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, the Operating Partnership or any of their subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except such consents as have been obtained by the Company or the Operating Partnership, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company, the Operating Partnership or any of their subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, the Operating Partnership or any of their subsidiaries or any of its or their properties, as applicable, except with respect to clauses (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for, or in connection with, for the Company’s or the Operating Partnership’s execution, delivery and performance of this AgreementAgreement or in connection with the offering, issuance or sale of the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter Securities hereunder or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by this Agreement, except (A) the filing of a supplemental listing application with respect to the Shares by the Registration StatementCompany with the NYSE, the Time of Sale Prospectus and the Prospectus, except (B) such as have been obtained or made by the Company or the Operating Partnership and are in full force and effect (C) if required, under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or and (D) if required, from the Financial Industry Regulatory Authority, Inc. (the “FINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company is a party or by which it may be bound, or to which any of the Company’s properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Private Placement Units Purchase Agreement, the Underwriters Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association of the Company, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Private Placement Units Purchase Agreement, the Underwriters Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “FINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not (i) in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not or in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under its charter, by-laws or other organizational documents, (ii) in Default under any indenture, loanmortgage, loan or credit agreement, deed of trust, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreementobligation, mortgage condition, covenant or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or such subsidiary is a party or by which it may be bound, or to which any of the Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”)) or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any Governmental Entity having jurisdiction over the Company or such subsidiary or any of their respective property or assets, as applicable, except with respect to clause (ii) only, for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, Indenture and the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Notes and consummation of the transactions contemplated hereby and thereby and or thereby, by the Registration Statement, the Time of Sale Prospectus and Disclosure Package or by the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation Default under the charter, by-laws or other organizational documents of the provisions Company or any of the Amended and Restated Memorandum and Articles of Association of the Companyits subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries of any Governmental Entity having jurisdiction over the Company or any of its subsidiaries or any of their respective property or assets, except with respect to clause (ii) only, for such Defaults or Debt Repayment Triggering Events as would not, individually or in the aggregate, have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, Governmental Entity is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter Indenture or the Administrative Services Agreement and Notes or consummation of the transactions contemplated hereby and thereby and or thereby, by the Registration Statement, the Time of Sale Prospectus and Disclosure Package or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company is a party or by which it may be bound, or to which any of the Company’s properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Agreement and consummation of the transactions contemplated hereby and thereby and or by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus and (including the issuance and sale of the Offered Securities (including Placement Shares and the use of the proceeds from the sale of the Offered Securities Placement Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) will not (A) result in a material breach or violation of any of the terms and provisions of, or constitute a default under, any law, order, rule or regulation to which the Company or any subsidiary is subject, or by which any property or asset of the Company or any subsidiary is bound or affected, (B) conflict with, result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association of the Company, (ii) will not conflict with or constitute a breach of, or Default constitute a default (or an event that with notice or lapse of time or both would become a default) under, or result in give to others any right of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) (a “Default Acceleration Event”) of, any agreement, lease, credit facility, debt, note, bond, mortgage, indenture or other instrument (“Contract”) or obligation or other understanding to which the creation Company or imposition of any lien, charge subsidiary is a party or encumbrance upon by which any property or assets asset of the Company pursuant toor any subsidiary is bound or affected, except to the extent that such conflict, default, or require the consent of any other party to, any Existing Instrument and (iii) will Default Acceleration Event is not reasonably likely to result in any a Material Adverse Change, or (C) result in a breach or violation of any law, administrative regulation or administrative or court decree applicable to of the Company. No consent, approval, authorization or other order terms and provisions of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection withconstitute a default under, the Company’s execution, delivery and performance articles of this Agreement, incorporation (as the Trust Agreement, same may be amended or restated from time to time) or bylaws (as the Subscription Agreement, the Sponsor Shares Purchase Agreement, same may be amended or restated from time to time). Except as set forth in the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, except such neither the Company nor any of its subsidiaries is in violation, breach or default under its articles of incorporation (as have the same may be amended or restated from time to time), bylaws (as the same may be amended or restated from time to time) or other equivalent organizational or governing documents. Neither the Company nor any its subsidiaries nor, to its knowledge, any other party is in violation, breach or default of any Contract that has resulted in or could reasonably be expected to result in a Material Adverse Change. Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body necessary in connection with the execution and delivery by the Company of this Agreement and the performance of the Company of the transactions herein contemplated has been obtained or made by the Company and are is in full force and effect under effect, except (i) with respect to any Applicable Time at which the Securities Act or Exchange Act and such as may Sales Agent would not be required under applicable state securities or blue sky laws or able to rely on Rule 5110(b)(7)(C)(i) of the Financial Industry Regulatory Authority, Inc. (the “FINRA”), such additional steps as may be required by FINRA, (ii) filings with the Commission required under the Securities Act or the Exchange Act, or filings or notice with the Exchange pursuant to the rules and regulations of the Exchange, in each case that are contemplated by this Agreement to be made after the date of this Agreement, and (iii) such additional steps as may be necessary to qualify the Common Stock for sale by the Sales Agent under state securities or Blue Sky laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The None of the Company or any of its subsidiaries is not (i) in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not or in default under (or, with the giving of notice or lapse of timetime or both, would not be in default) (“Default”) its articles of incorporation, charter, by-laws, limited liability company agreement or limited partnership agreement, as applicable, (ii) in Default under any indenture, loanmortgage, loan or credit agreement, deed of trust, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreementobligation, mortgage condition, covenant or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company it or any of its subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the Company’s properties property or assets are of it or any of its subsidiaries is subject (each, an “Existing Instrument”)) or (iii) in violation of any statute, except law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of their properties, as applicable, except, with respect to clauses (ii) and (iii) only, for such Defaults or violations as could not be reasonably expectedwould not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance by the Company of this Agreement, Agreement and the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Indenture and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action by the Company and will not result in any violation Default under the articles of incorporation, charter, by-laws, limited liability company or limited partnership agreement of the provisions Company or any of the Amended and Restated Memorandum and Articles of Association of the Companyits subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of their respective properties except, with respect to clauses (ii) and (iii) only, for such conflicts, breaches, Defaults, Debt Repayment Triggering Events or violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for, or in connection with, for the Company’s execution, delivery and performance by the Company of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter Agreement or the Administrative Services Agreement and Indenture or consummation of the transactions contemplated hereby (including the issuance and thereby and by sale of the Registration Statement, the Time of Sale Prospectus and the ProspectusSecurities), except such as have been obtained or made by the Company and are in full force and effect under the Securities Act Act, and except for such consents, approvals, authorizations, orders, registrations or Exchange Act and such filings as may be required under applicable state securities or blue sky laws or foreign securities laws. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authoritygiving of notice or lapse of time or both would give, Inc. the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by the “FINRA”)Company or any of its subsidiaries, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not None of the Main Street Entities are in violation of its memorandum and articles of association andor default under (i) their respective charter, as of the First Closing Dateby-laws, will not be in violation of its amended and restated memorandum and articles of association or any similar organizational document; (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not in default (or, with the giving of notice or lapse of time, would not be in defaultii) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (includinginstrument, without limitation, and any pledge agreement, security agreement, mortgage supplements or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) amendments thereto and including any Portfolio Company Agreement to which the Company is they are a party or by which it may be bound, bound or to which any of the Company’s properties or assets are subject subject; and (eachiii) any statute, an “Existing Instrument”)law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over them or any of their properties, as applicable, except with respect to clauses (ii) and (iii) herein, for such Defaults violations or defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have a Material Adverse Effect. No person has the right to act as an underwriter or as a financial advisor to the Company in connection with or by reason of the offer and sale of the Shares contemplated hereby. The Company’s execution, delivery and performance of this Agreement, Agreement by the Trust Agreement, Company and the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action, have been effected in accordance with the 1940 Act and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter or bylaws of the Company, (ii) will not conflict with or constitute a breach of, or Default default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument existing instrument, except for such conflicts, breaches, defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, Agreement by the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter Company or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have already been obtained or made by the Company and are in full force and effect under the Securities 1933 Act or Exchange and the 1940 Act and such as may be required under any applicable state securities or blue sky laws or laws, from the Financial Industry Regulatory Authority, Inc. (the “FINRA”) or under the rules and regulations of the New York Stock Exchange (“NYSE”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company Neither the Issuer nor any of the Issuer’s Significant Subsidiaries is not (i) in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not or in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under its charter or by-laws, or (ii) in Default under any indenture, loanmortgage, loan or credit agreement, deed of trust, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreementobligation, mortgage condition, covenant or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company Issuer or any of its subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the Company’s properties property or assets are of the Issuer or any of its subsidiaries is subject (each, an “Existing Instrument”), except except, with respect to clause (ii) only, for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreementthe Transaction Documents by the Issuer, and the Trust Agreementissuance and delivery of the Notes, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, and consummation of the transactions contemplated hereby and thereby and thereby, by the Registration Statement, the Time of Sale Prospectus General Disclosure Package and by the Prospectus (A) have been duly authorized by all necessary corporate action and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) will not result in any violation Default under the charter or by-laws of the provisions Issuer or any Significant Subsidiary of the Amended and Restated Memorandum and Articles of Association of the CompanyIssuer, (iiB) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Issuer or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument and (iiiC) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company. No consentIssuer or any of its subsidiaries of any court, approvalregulatory body, authorization administrative agency, governmental body, arbitrator or other order ofauthority having jurisdiction over the Issuer or any of its subsidiaries or any of its or their properties, except, with respect to clauses (B) and (C) only, for such conflicts, breaches, Defaults, Debt Repayment Triggering Events, liens, charges, encumbrances, consents or registration or filing withviolations as would not, any court or other governmental or regulatory authority or agency, is required for, individually or in connection withthe aggregate, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are reasonably be expected to result in full force and effect under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “FINRA”)a Material Adverse Change.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not (i) in breach or violation of its certificate or articles of incorporation, charter, bylaws, limited liability company agreement, certificate or agreement of limited or general partnership, memorandum and articles of association andassociation, or other similar organizational documents, as the case may be, of the First Closing Datesuch entity, will not be (ii) in violation breach of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not or in default (or, with the giving of notice or lapse of timetime or both, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, deed of trust, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreementobligation, mortgage condition, covenant or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of their properties, as applicable, except, with respect to clauses (ii) and (iii) only, for such breaches, violations or Defaults as could not be reasonably expectedthat would not, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Agreement and consummation of the transactions contemplated hereby and thereby and or by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus and (including the issuance and sale of the Offered Securities (including Placement Shares and the use of the proceeds from the sale of the Offered Securities Placement Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) will not result in any breach or violation of the provisions certificate or articles of incorporation, charter, bylaws, limited liability company agreement, certificate or agreement of limited or general partnership, memorandum and articles of association, or other similar organizational documents, as the case may be, of the Amended and Restated Memorandum and Articles Company or any of Association of the Companyits subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge charge, claim or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except, with respect to clauses (ii) and (iii) only, for such conflicts, breaches, Defaults, Debt Repayment Triggering Events or violations that would not, individually or in the aggregate, result in a Material Adverse Change. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf), issued by the Company, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Significant Subsidiaries. No Each approval, consent, approvalorder, authorization or other order ofauthorization, or registration designation, declaration or filing withby or with any regulatory, any court administrative or other governmental or regulatory authority or agency, is required for, or body necessary in connection with, with the Company’s execution, execution and delivery by the Company of this Agreement and the performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation Company of the transactions herein contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have has been obtained or made by the Company and are is in full force and effect under the Securities Act or Exchange Act and effect, except (i) such additional steps as may be required under applicable state securities or blue sky laws or by the bylaws and rules of the Financial Industry Regulatory Authority, Inc. (the “FINRA”)) or (ii) such additional steps as may be necessary to qualify the Common Stock for sale by the Sales Agent under state securities or Blue Sky laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum and articles certificate of association incorporation and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles certificate of association incorporation (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles Certificate of AssociationIncorporation”), and is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company is a party or by which it may be bound, or to which any of the Company’s properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles Certificate of Association Incorporation of the Company, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “FINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not (a) in violation of its memorandum and articles of association andcharter or by-laws or similar organizational documents, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not b) in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it the Company or any of its subsidiaries may be bound, or to which any of the Company’s properties their respective property or assets are is subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have result in a Material Adverse EffectEffect or that would reasonably be expected to adversely affect the consummation of the offering of the Securities or any of its obligations under this Agreement, or (c) in violation of any law, administrative regulation or administrative or court decree applicable to the Company, except for such violations as would not, individually or in the aggregate, result in a Material Adverse Effect or that would reasonably be expected to adversely affect the consummation of the offering of the Securities or any of its obligations under this Agreement. The Company’s execution, delivery and performance of this Agreement, Agreement by the Trust Agreement, Company and the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, consummation of the transactions contemplated hereby herein and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) (iA) will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles Certificate of Association Incorporation or by-laws of the Company, (iiB) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets asset of the Company pursuant to, or require the consent of any other party to, to any Existing Instrument Instrument, and (iiiC) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except, in the case of the clauses (B) and (C), for such conflicts, breaches, Defaults, liens, charges, encumbrances or violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agencyagency having jurisdiction over the Company or any of its subsidiaries or any of their properties, is required for, or in connection with, for (A) the Company’s execution, delivery and performance of this Agreement, Agreement by the Trust Agreement, Company and (B) the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectusherein, except (1) such as have been will be obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under 1933 Act, applicable state securities or blue sky laws and (2) as shall have been obtained or made prior to the Financial Industry Regulatory Authority, Inc. (the “FINRA”)Closing Time.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not (i) in violation of its memorandum and articles of association andcharter, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association bylaws or other constitutive document or (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not ii) in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except except, in the case of clause (ii) above, for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this AgreementAgreement and the Indenture, and the Trust Agreementissuance and delivery of the Securities, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Information and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter, bylaws or other constitutive document of the CompanyCompany or any subsidiary, (ii) will not conflict with or constitute a breach of, Default or Default a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, Debt Repayment Triggering Events, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any subsidiary, except, for any violations that would not, individually or in the aggregate, result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter Agreement or the Administrative Services Agreement Indenture, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Information and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under or will be obtained or made and will be in full force and effect by the Securities Act Closing Date by or Exchange Act and on behalf of the Company. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such as may be required under applicable state securities holder’s behalf) the right to require the repurchase, redemption or blue sky laws repayment of all or a portion of such indebtedness by the Financial Industry Regulatory Authority, Inc. (the “FINRA”)Company or any of its subsidiaries prior to any date currently scheduled therefor.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not charter or bylaws or in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company it is a party or by which it or it may be boundbound (including, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the Company’s properties property or assets are of the Company is subject (each, an “Existing Instrument”)), except for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter or bylaws of the Company, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, except such as have been obtained the registration or made by qualification of the Company Units, Common Stock and are in full force and effect Warrants under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (the “FINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and charter or bylaws or similar organizational documents or is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance by the Company of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including Shares by the use of proceeds from Company and the sale consummation of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) transactions contemplated by this Agreement (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter or bylaws or similar organizational documents of the CompanyCompany or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries (other than liens securing the Senior Secured Credit Facilities) pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any subsidiary, except, in the case of clauses (ii) and (iii) above, as would not, individually or in the aggregate, result in a Material Adverse Change or would reasonably be expected to adversely affect the consummation of the transactions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, issuance and sale of the Subscription Agreement, Shares by the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter Company or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectushereby, except such as have been obtained or made by for the Company and are in full force and effect registration of the Shares under the Securities Act or Exchange Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities or blue sky laws or by the Financial Industry Regulatory Authority, Inc. (the “FINRA”)) and under applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriter or that have been obtained on or prior to the date of this Agreement. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not (i) in violation of its memorandum and articles of association andcharter, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association bylaws or other constitutive document or (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not ii) in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, the indentures governing the Company’s 6.125% Senior Secured Notes due 2028, 0.750% Convertible Senior Notes due 2025 and 0% Convertible Senior Notes due 2027), or to which any of the Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except except, in the case of clause (ii) above, for such Defaults as could not be reasonably expectedwould not, individually singly or in the aggregate, to have result in a Material Adverse EffectChange for the Company and its subsidiaries, taken as a whole. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, issuance and delivery of the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (iA) will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter, bylaws or other constitutive document of the CompanyCompany or any subsidiary, (iiB) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges, encumbrances or required consents as would not singly or in the aggregate, result in a Material Adverse Change for the Company and its subsidiaries, taken as a whole and (iiiC) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any subsidiary. No consentAs used herein, approvala “Debt Repayment Triggering Event” means any event or condition which gives, authorization or with the giving of notice or lapse of time would give, the holder of any note, debenture or other order ofevidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or registration repayment of all or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, the Company’s execution, delivery and performance a portion of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made indebtedness by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “FINRA”)any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company is a party or by which it may be bound, or to which any of the Company’s properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Agreement and consummation of the transactions contemplated hereby and thereby and or by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus and (including the issuance and sale of the Offered Securities (including Placement Shares and the use of the proceeds from the sale of the Offered Securities Placement Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) will not (A) result in a breach or violation of any of the terms and provisions of, or constitute a default under, any law, order, rule or regulation to which the Company or any subsidiary is subject, or by which any property or asset of the Company or any subsidiary is bound or affected, (B) conflict with, result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association of the Company, (ii) will not conflict with or constitute a breach of, or Default constitute a default (or an event that with notice or lapse of time or both would become a default) under, or result in give to others any right of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) (a “Default Acceleration Event”) of, any agreement, lease, credit facility, debt, note, bond, mortgage, indenture or other instrument (“Contract”) or obligation or other understanding to which the creation Company or imposition of any lien, charge subsidiary is a party or encumbrance upon by which any property or assets asset of the Company pursuant toor any subsidiary is bound or affected, except to the extent that such conflict, default, or require the consent of any other party to, any Existing Instrument and (iii) will Default Acceleration Event is not reasonably likely to result in any a Material Adverse Change, or (C) result in a breach or violation of any law, administrative regulation or administrative or court decree applicable to of the Company. No consent, approval, authorization or other order terms and provisions of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection withconstitute a default under, the Company’s execution, delivery and performance certificate of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, incorporation or bylaws. Except as set forth in the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, except such as have neither the Company nor any of its subsidiaries is in violation, breach or default under its Certificate of Incorporation, by-laws or other equivalent organizational or governing documents. Neither the Company nor any its subsidiaries nor, to its knowledge, any other party is in violation, breach or default of any Contract that has resulted in or could reasonably be expected to result in a Material Adverse Change. Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body necessary in connection with the execution and delivery by the Company of this Agreement and the performance of the Company of the transactions herein contemplated has been obtained or made by the Company and are is in full force and effect under effect, except (i) with respect to any Applicable Time at which the Securities Act or Exchange Act and such as may Sales Agent would not be required under applicable state securities or blue sky laws or able to rely on Rule 5110(b)(7)(C)(i) of the Financial Industry Regulatory Authority, Inc. (the “FINRA”), such additional steps as may be required by FINRA, (ii) filings with the Commission required under the Securities Act or the Exchange Act, or filings with the Exchange pursuant to the rules and regulations of the Exchange, in each case that are contemplated by this Agreement to be made after the date of this Agreement, and (iii) such additional steps as may be necessary to qualify the Common Stock for sale by the Sales Agent under state securities or Blue Sky laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The None of the Company or any of its subsidiaries is not (i) in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not or in default under (or, with the giving of notice or lapse of timetime or both, would not be in default) (“Default”) its articles of incorporation, charter, by-laws, limited liability company agreement or limited partnership agreement, as applicable, (ii) in Default under any indenture, loanmortgage, loan or credit agreement, deed of trust, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreementobligation, mortgage condition, covenant or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company it or any of its subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the Company’s properties property or assets are of it or any of its subsidiaries is subject (each, an “Existing Instrument”)) or (iii) in violation of any statute, except law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of their properties, as applicable, except, with respect to clauses (ii) and (iii) only, for such Defaults or violations as could not be reasonably expectedwould not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance by the Company of this Agreement, Agreement and the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Indenture and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action by the Company and will not result in any violation Default under the articles of incorporation, charter, by-laws, limited liability company or limited partnership agreement of the provisions Company or any of the Amended and Restated Memorandum and Articles of Association of the Companyits subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of their respective properties except, with respect to clauses (ii) and (iii) only, for such conflicts, Defaults, Debt Repayment Triggering Events or violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for, or in connection with, for the Company’s execution, delivery and performance by the Company of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter Agreement or the Administrative Services Agreement and Indenture or consummation of the transactions contemplated hereby (including the issuance and thereby and by sale of the Registration Statement, the Time of Sale Prospectus and the ProspectusSecurities), except such as have been obtained or made by the Company and are in full force and effect under the Securities Act Act, and except for such consents, approvals, authorizations, orders, registrations or Exchange Act and such filings as may be required under applicable state securities or blue sky laws or foreign securities laws. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authoritygiving of notice or lapse of time or both would give, Inc. the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by the “FINRA”)Company or any of its subsidiaries, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its Significant Subsidiaries is not in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and charter or by-laws or is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them may be bound, or to which any of the Company’s properties property or assets are of the Company or any of its Significant Subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter or by-laws of the CompanyCompany or any Significant Subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Significant Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any Significant Subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act Act, or Exchange Act and such as that may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (the “FINRA”)) or the Exchange.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter, memorandum and articles of association andor bye-laws, as of the First Closing Datecase may be, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and or is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any its subsidiaries is a party or by which it or any of them may be bound, or to which any of the Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could would not reasonably be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter or bye-laws of the Company, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of clauses (ii) and (iii) as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company is a party or by which it may be bound, or to which any of the Company’s properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Agreement and consummation of the transactions contemplated hereby and thereby and or by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus and (including the issuance and sale of the Offered Securities (including Placement Shares and the use of the proceeds from the sale of the Offered Securities Placement Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) will not (A) result in a material breach or violation of any of the terms and provisions of, or constitute a default under, any law, order, rule or regulation to which the Company or any subsidiary is subject (including, without limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA), or by which any property or asset of the Company or any subsidiary is bound or affected, (B) conflict with, result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association of the Company, (ii) will not conflict with or constitute a breach of, or Default constitute a default (or an event that with notice or lapse of time or both would become a default) under, or result in give to others any right of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) (a “Default Acceleration Event”) of, any agreement, lease, credit facility, debt, note, bond, mortgage, indenture or other instrument (“Contract”) or obligation or other understanding to which the creation Company or imposition of any lien, charge subsidiary is a party or encumbrance upon by which any property or assets asset of the Company pursuant toor any subsidiary is bound or affected, except to the extent that such conflict, default, or require the consent of any other party to, any Existing Instrument and (iii) will Default Acceleration Event is not reasonably likely to result in any a Material Adverse Change, or (C) result in a breach or violation of any law, administrative regulation or administrative or court decree applicable to of the Company. No consent, approval, authorization or other order terms and provisions of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection withconstitute a default under, the Company’s executioncertificate of incorporation (as the same may be amended or restated from time to time) or bylaws (as the same may be amended or restated from time to time). Neither the Company nor any of its subsidiaries is in violation, breach or default under its certificate of incorporation (as the same may be amended or restated from time to time), bylaws (as the same may be amended or restated from time to time) or other equivalent organizational or governing documents. Neither the Company nor any its subsidiaries nor, to its knowledge, any other party is in violation, breach or default of any Contract that has resulted in or could reasonably be expected to result in a Material Adverse Change. Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body necessary in connection with the execution and delivery by the Company of this Agreement and the performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation Company of the transactions herein contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have has been obtained or made by the Company and are is in full force and effect under effect, except (i) with respect to any Applicable Time at which the Securities Act or Exchange Act and such as may Sales Agent would not be required under applicable state securities or blue sky laws or able to rely on Rule 5110(b)(7)(C)(i) of the Financial Industry Regulatory Authority, Inc. (the “FINRA”), such additional steps as may be required by FINRA, (ii) filings with the Commission required under the Securities Act or the Exchange Act, or filings or notice with the Exchange pursuant to the rules and regulations of the Exchange, in each case that are contemplated by this Agreement to be made after the date of this Agreement, and (iii) such additional steps as may be necessary to qualify the Common Stock for sale by the Sales Agent under state securities or Blue Sky laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not (i) in violation of its memorandum and articles of association andcharter, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association bylaws or other constitutive document or (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not ii) in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, the indentures governing the Company’s 0.625% Convertible Senior Notes due 2028, 0% Convertible Senior Notes due 2029, 0% Convertible Senior Notes due 2030, 0.625% Convertible Senior Notes due 2030, 0.875% Convertible Senior Notes due 2031 and 2.25% Convertible Senior Notes due 2032), or to which any of the Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except except, in the case of clause (ii) above, for such Defaults as could not be reasonably expectedwould not, individually singly or in the aggregate, to have result in a Material Adverse EffectChange for the Company and its subsidiaries, taken as a whole. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, issuance and delivery of the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (iA) will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter, bylaws or other constitutive document of the CompanyCompany or any subsidiary, (iiB) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges, encumbrances or required consents as would not singly or in the aggregate, result in a Material Adverse Change for the Company and its subsidiaries, taken as a whole, (iiiC) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No Company or any subsidiary and (D) no consent, approval, authorization or other order of, or registration or filing qualification with, any governmental body, agency or court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance by the Company of its obligations under this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation Certificate of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Designations and the ProspectusPreferred Shares, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and (i) such as may be required under applicable state securities or blue sky laws or by the Financial Industry Regulatory Authority, Inc. (the “FINRA”)) and under applicable securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares or (ii) for any law or regulation applicable to the filing of the Certificate of Designations with the Secretary of State of the State of Delaware. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not charter or bylaws or in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company it is a party or by which it or it may be boundbound (including, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the Company’s properties property or assets are of the Company is subject (each, an “Existing Instrument”)), except for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter or bylaws of the Company, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, except such as have been obtained the registration or made by qualification of the Company Units, Common Stock and are in full force and effect Class C Warrants under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (the “FINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The execution and delivery by the Company is not in violation of its memorandum this Agreement, the Paying Agency Agreement, the Indenture and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association Notes (as it may be amended from time to timecollectively, the “Amended and Restated Memorandum and Articles of AssociationOperative Instruments”), and is the consummation by the Company of the transactions contemplated thereby, including the issuance and sale of the Notes, (A) will not violate or conflict with or result in default any contravention of any provision of the General Corporation Law of the State of Delaware (orthe “DGCL”), (B) will not conflict with the giving charter or by-laws of notice the Company, (C) will not constitute a violation of, or lapse a breach or default under the laws of time, would not be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise bond, indenture or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a party or by which it may be boundwhole, or that would materially affect the power or ability of the Company to which perform its obligations under the Operative Instruments or to consummate any of the transactions contemplated by the Disclosure Package, the Prospectus or the Operative Instruments, (D) will not violate or conflict with, or result in any contravention of, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary of the Company’s properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expecteda violation, conflict or contravention which would not, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery (E) do not and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association of the Company, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries, pursuant to, or require to the consent terms of any other agreement or instrument to which the Company or any of its subsidiaries is a party toor by which any of them or any of their respective properties is bound, except for any Existing Instrument liens, charges or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect, and (iiiF) will do not result in require any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing qualification with, any court or other governmental or regulatory authority body or agency, is required for, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under applicable state by the securities or blue sky Blue Sky laws or of the Financial Industry Regulatory Authorityvarious states, Inc. (the “FINRA”)Securities Act, the Exchange Act, the Trust Indenture Act and the securities laws of any jurisdiction outside the United States in which the Notes are offered.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not (i) in violation of its memorandum and articles of association andcharter, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association bylaws or other constitutive document or (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not ii) in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other agreement or instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except except, in the case of clause (ii) above, for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or Indenture and each of the Administrative Services AgreementCollateral Documents, and the issuance and delivery of the Securities and the issuance of the Exchange Securities, and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Offering Memorandum (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (ix) will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter, bylaws or other constitutive document of the CompanyCompany or any of its subsidiaries, (iiy) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iiiz) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for, or in connection with, for (A) the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter Indenture or any of the Administrative Services Agreement Collateral Documents, or (B) the issuance and delivery of the Securities, or (C) consummation of the transactions contemplated hereby and thereby and by the Registration StatementOffering Memorandum, except: (1) with respect to the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect Exchange Securities under the Securities Act or Exchange Act and the Trust Indenture Act, as contemplated by the Registration Rights Agreement and (2) such as may be required under applicable state by the securities or blue sky laws or of the Financial Industry Regulatory Authority, Inc. (several states of the “FINRA”)United States.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company is a party or by which it may be bound, or to which any of the Company’s properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Agreement and consummation of the transactions contemplated hereby and thereby and or by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus and (including the issuance and sale of the Offered Securities (including Placement Shares and the use of the proceeds from the sale of the Offered Securities Placement Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) will not (A) result in a breach or violation of any of the terms and provisions of, or constitute a default under, any law, order, rule or regulation to which the Company or any subsidiary is subject, or by which any property or asset of the Company or any subsidiary is bound or affected, (B) conflict with, result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association of the Company, (ii) will not conflict with or constitute a breach of, or Default constitute a default (or an event that with notice or lapse of time or both would become a default) under, or result in give to others any right of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) (a “Default Acceleration Event”) of, any agreement, lease, credit facility, debt, note, bond, mortgage, indenture or other instrument (“Contract”) or obligation or other understanding to which the creation Company or imposition of any lien, charge subsidiary is a party or encumbrance upon by which any property or assets asset of the Company pursuant toor any subsidiary is bound or affected, except to the extent that such conflict, default, or require the consent of any other party to, any Existing Instrument and (iii) will Default Acceleration Event is not reasonably likely to result in any a Material Adverse Change, or (C) result in a breach or violation of any law, administrative regulation or administrative or court decree applicable to of the Company. No consent, approval, authorization or other order terms and provisions of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection withconstitute a default under, the Company’s execution, delivery and performance certificate of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, incorporation or bylaws. Except as set forth in the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, except such as have neither the Company nor any of its subsidiaries is in violation, breach or default under its Certificate of Incorporation, by-laws or other equivalent organizational or governing documents. Neither the Company nor any its subsidiaries nor, to its knowledge, any other party is in violation, breach or default of any Contract that has resulted in or could reasonably be expected to result in a Material Adverse Change. Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body necessary in connection with the execution and delivery by the Company of this Agreement and the performance of the Company of the transactions herein contemplated has been obtained or made by the Company and are is in full force and effect under effect, except (i) with respect to any Applicable Time at which the Securities Act or Exchange Act and such as may Sales Agent would not be required under applicable state securities or blue sky laws or able to rely on Rule 5110(h)(1)(C) of the Financial Industry Regulatory Authority, Inc. (the “FINRA”), such additional steps as may be required by FINRA, (ii) filings with the Commission required under the Securities Act or the Exchange Act, or filings with the Exchange pursuant to the rules and regulations of the Exchange, in each case that are contemplated by this Agreement to be made after the date of this Agreement, and (iii) such additional steps as may be necessary to qualify the Common Stock for sale by the Sales Agent under state securities or Blue Sky laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not (i) in violation of its memorandum and articles of association andassociation, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association or (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not ii) in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company is a party or by which it may be bound, or to which any of the Company’s its properties or assets are subject (each, an “Existing Instrument”)) by virtue of the Company’s entry into this Agreement, except for such Defaults as could would not reasonably be reasonably expected, individually or in the aggregate, to have a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the Trust Representative’s Warrant Agreement, the Subscription Agreement, Representative’s Warrant and each Lock-Up Agreement and the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities Public Shares (including the use of proceeds from the sale of the Offered Securities thereof as described in the Registration Statement, the Time of Sale Prospectus and Pricing Disclosure Package or the Prospectus under the caption “Use of Proceeds”Prospectus) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Amended memorandum and Restated Memorandum and Articles articles of Association association of the Company, ; (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Representative’s Warrant Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Representative’s Warrant and each Lock-Up Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and Pricing Disclosure Package or the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or FINRA or the Financial Industry Regulatory AuthorityExchange. As used herein, Inc. a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the “FINRA”)right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not None of the Fidus Entities are in violation of its memorandum and articles of association andor default under (i) their respective charter, by-laws or any similar organizational documents, each as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not in default (or, with the giving of notice or lapse of time, would not be in defaultii) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (includinginstrument, without limitation, including any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) Portfolio Company Agreement to which the Company is they are a party or by which it may be bound, bound or to which any of the Company’s their properties or assets are subject subject, and (eachiii) any statute, an “Existing Instrument”)law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over them or any of their properties, as applicable, except with respect to clauses (ii) and (iii) herein, for such Defaults violations or defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have a Material Adverse Effect. Except for the Underwriters named in Schedule A hereto, no person has the right to act as an underwriter or as a financial advisor to the Company in connection with or by reason of the offer and sale of the Shares contemplated hereby. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and Disclosure Package (including the issuance and sale of the Offered Securities (including Shares and the use of the net proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”Disclosure Package) (i) have been duly authorized by all necessary corporate action, have been effected in accordance with Section 23(b) of the 1940 Act (subject to the provisions applicable to BDCs under, and pursuant to Section 63 of the 1940 Act), as applicable, and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter or bylaws of the Company, (ii) does not and will not conflict with or constitute a breach of, or Default default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument existing instrument, except for such conflicts, breaches, defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Effect and (iii) does not and will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except for such violations that would not, individually or in the aggregate, result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter Agreement or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the ProspectusDisclosure Package, except such as have already been obtained or made by the Company and are in full force and effect under the Securities 1933 Act or Exchange and the 1940 Act and such as may be required by the Nasdaq Global Select Market or the Financial Industry Regulatory Authority (“FINRA”) or under any applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “FINRA”)laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not charter or bylaws or in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company it is a party or by which it may be boundbound (including, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the Company’s properties property or assets are of the Company is subject (each, an “Existing Instrument”)), except for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter or bylaws of the Company, ; (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change; and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, except such as have been obtained the registration or made by qualification of the Company and are in full force and effect Shares under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. (the “FINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company None of the Company, the Operating Partnership, nor any of their subsidiaries is not in violation of its memorandum and articles of association andpartnership agreement, as of the First Closing Datecharter, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to timebylaws, the “Amended and Restated Memorandum and Articles of Association”), and or limited liability company agreement or is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company Company, the Operating Partnership or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the Company’s properties property or assets are of the Operating Partnership, the Company or any of their subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have result in a Material Adverse Effect. The Company’s and the Operating Partnership’s execution, delivery and performance of this the Equity Distribution Agreements or of any Terms Agreement or Alternative Terms Agreement, and the Trust Agreementissuance and delivery of the Shares, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, and consummation of the transactions contemplated hereby and thereby by the Equity Distribution Agreements and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) by any Terms Agreement or Alternative Terms Agreement (i) have been or will be duly authorized by all necessary partnership or corporate action, as applicable, and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association partnership agreement, charter, bylaws or limited liability company agreement of the Company, the Operating Partnership or any of their subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, the Operating Partnership or any of their subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults or Debt Repayment Triggering Events, or liens, charges or encumbrances that would not result in a Material Adverse Effect, and (iii) will not result in any violation of any law, statute, administrative regulation or administrative or court decree applicable to the Company, the Operating Partnership or any subsidiary, except for such violations that would not result in a Material Adverse Effect. No consentAs used herein, approvala “Debt Repayment Triggering Event” means any event or condition which gives, authorization or with the giving of notice or lapse of time would give, the holder of any note, debenture or other order ofevidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “FINRA”)their subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not None of the Main Street Entities are in violation of its memorandum and articles of association andor default under (i) their respective charter, as of the First Closing Dateby-laws, will not be in violation of its amended and restated memorandum and articles of association or any similar organizational document; (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not in default (or, with the giving of notice or lapse of time, would not be in defaultii) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (includinginstrument, without limitation, including any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) Portfolio Company Agreement to which the Company is they are a party or by which it may be bound, bound or to which any of the Company’s properties or assets are subject subject; and (eachiii) any statute, an “Existing Instrument”)law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over them or any of their properties, as applicable, except with respect to clauses (ii) and (iii) herein, for such Defaults violations or defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have a Material Adverse Effect. No person has the right to act as an underwriter or as a financial advisor to the Company in connection with or by reason of the offer and sale of the Shares contemplated hereby. The Company’s execution, delivery and performance of this Agreement, Agreement by the Trust Agreement, Company and the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) Disclosure Package (i) have been duly authorized by all necessary corporate action, have been effected in accordance with Section 23(b) of the 1940 Act (subject to the provisions applicable to BDCs under, and pursuant to Section 63 of the ▇▇▇▇ ▇▇▇) and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter or bylaws of the Company, (ii) will not conflict with or constitute a breach of, or Default default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument existing instrument, except for such conflicts, breaches, defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, Agreement by the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter Company or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the ProspectusDisclosure Package, except such as have already been obtained or made by the Company and are in full force and effect under the Securities 1933 Act or Exchange and the 1940 Act and such as may be required under any applicable state securities or blue sky laws or laws, from the Financial Industry Regulatory Authority, Inc. (the “FINRA”) or under the rules and regulations of the New York Stock Exchange (“NYSE”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not (i) in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not or in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under its charter or by-laws, (ii) in Default under any indenture, loanmortgage, loan or credit agreement, deed of trust, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreementobligation, mortgage condition, covenant or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company is a party or by which it may be bound, or to which any of the Company’s properties property or assets are of the Company is subject (each, an “Existing Instrument”)) or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties, as applicable, except with respect to clauses (ii) and (iii) only, for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Agreement and consummation of the transactions contemplated hereby and thereby hereby, by the Disclosure Package and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and (including the issuance and sale of the Offered Securities (including Units and the use of proceeds from the sale of the Offered Securities Units and the Common Stock and Warrants to be sold pursuant to the Private Placement Agreement as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and with its obligations under the Private Placement Agreement (i) have been duly authorized by all necessary corporate action and will not result in any Default under or violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter or by-laws of the Company, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument (except for such conflicts, breaches or Defaults or liens, changes or encumbrances that would not result in a Material Adverse Effect), and (iii) will not result in any violation of the provisions of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the CompanyCompany of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties (except for such violations that would not result in a Material Adverse Effect). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby hereby, by the Disclosure Package and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory AuthorityNASD, Inc. (the “FINRANASD”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not (i) in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not or in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under its charter or by-laws, (ii) in Default under any indenture, loanmortgage, loan or credit agreement, deed of trust, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreementobligation, mortgage condition, covenant or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company is a party or by which it may be bound, or to which any of the Company’s properties property or assets are of the Company is subject (each, an “Existing Instrument”)) or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties, as applicable, except with respect to clause (ii) only, for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Agreement and consummation of the transactions contemplated hereby and thereby and hereby, by the Registration Statement, by the Time of Sale Prospectus Disclosure Package and by the Prospectus and (including the issuance and sale of the Offered Securities (including Units and the use of proceeds from the sale of the Offered Securities Units and the Common Stock and Warrants to be sold pursuant to the Private Placement Agreement as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and with its obligations under the Private Placement Agreement (i) have been duly authorized by all necessary corporate action and will not result in any violation of Default under the provisions of the Amended and Restated Memorandum and Articles of Association charter or by-laws of the Company, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument (except for such conflicts, breaches or Defaults or liens, changes or encumbrances that would not result in a Material Adverse Effect), and (iii) will not result in any violation of the provisions of its charter or by-laws, any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the CompanyCompany of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and hereby, by the Registration Statement, by the Time of Sale Prospectus Disclosure Package and by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory AuthorityNASD, Inc. (the “FINRANASD”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company Neither the Company, the Operating Partnership nor any of their respective subsidiaries is not (i) in violation of its memorandum and articles of association andOrganizational Documents, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not ii) in default (orin the performance or observance of any obligation, with the giving of notice agreement, covenant or lapse of time, would not be in default) condition (“Default”) under contained in any indenture, loanmortgage, loan or credit agreement, deed of trust, note, lease, license agreement, contract, franchise franchise, lease or other agreement or instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or such subsidiary is a party or by which it may be bound, bound or to which any of the Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, each an “Existing Instrument”), or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its Properties, as applicable, except with respect to clauses (ii) and (iii), for such Defaults or violations as could not be reasonably expectedwould not, individually or in the aggregate, to have a Material Adverse Effect. The Company’s and Operating Partnership’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Agreement and consummation of the transactions contemplated hereby and thereby and hereby, by the Registration Statement, the Time of Sale Prospectus Disclosure Package and by the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association Organizational Documents of the Company, the Operating Partnership or any of their respective subsidiaries, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, the Operating Partnership or any of their subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except such consents as have been obtained by the Company or the Operating Partnership, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company, the Operating Partnership or any of their subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, the Operating Partnership or any of their subsidiaries or any of its or their properties, as applicable, except with respect to clauses (ii) and (iii), for such Defaults, violations, breaches or conflicts as would not, individually or in the aggregate, have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for, or in connection with, for the Company’s or the Operating Partnership’s execution, delivery and performance of this AgreementAgreement or in connection with the offering, issuance or sale of the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter hereunder or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by this Agreement, by the Registration Statement, the Time of Sale Prospectus Disclosure Package and by the Prospectus, except (A) the filing of a supplemental listing application with respect to the Shares by the Company with the NYSE, (B) such as have been obtained or made by the Company or the Operating Partnership and are in full force and effect effect, (C) if required, under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or and (D) if required, from the Financial Industry Regulatory Authority, Inc. (the “FINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company Neither the Company, the Operating Partnership nor any of their subsidiaries is not (i) in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not or in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under its declaration of trust, charter, bylaws or similar organizational documents, as the case may be, (ii) in Default under any indenture, loanmortgage, loan or credit agreement, deed of trust, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreementobligation, mortgage condition, covenant or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or such subsidiary is a party or by which it may be bound, bound or to which any of the Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, each an “Existing Instrument”), or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, except with respect to clauses (ii) and (iii), for such Defaults or violations as could not be reasonably expectedwould not, individually or in the aggregate, to have a Material Adverse Effect. The Company’s and Operating Partnership’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Agreement and consummation of the transactions contemplated hereby and thereby hereby, by the Disclosure Package and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all requisite action and will not result in any violation Default under the declaration of the provisions of the Amended and Restated Memorandum and Articles of Association trust, charter, bylaws or similar organizational documents of the Company, the Operating Partnership or any of their subsidiaries, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, the Operating Partnership or any of their subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company, the Operating Partnership or any of their subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, the Operating Partnership or any of their subsidiaries or any of its or their properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for, or in connection with, for the Company’s or the Operating Partnership’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby hereby, by the Disclosure Package and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and the Operating Partnership and are in full force and effect under the Securities Act or Exchange Act and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (the “FINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not (i) in violation of its memorandum and articles of association andcharter, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association bylaws or other constitutive document or (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not ii) in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except except, in the case of clause (ii) above, for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or Indenture and each of the Administrative Services AgreementCollateral Documents, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Offering Memorandum (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (ix) will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter, bylaws or other constitutive document of the CompanyCompany or any of its subsidiaries, (iiy) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iiiz) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for, or in connection with, for (A) the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter Indenture or any of the Administrative Services Agreement Collateral Documents, or (B) the issuance and delivery of the Securities, or (C) consummation of the transactions contemplated hereby and thereby and by the Registration StatementOffering Memorandum, the Time of Sale Prospectus and the Prospectus, except except: (1) such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act applicable securities laws of the several states of the United States and (2) such as may be required by the securities laws of the several states of the United States with respect to the Company’s obligations under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “FINRA”)Registration Rights Agreement.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not (i) in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not or in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under its charter or by-laws, (ii) in Default under any indenture, loanmortgage, loan or credit agreement, deed of trust, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreementobligation, mortgage condition, covenant or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company is a party or by which it may be bound, or to which any of the Company’s properties or assets are is subject (each, an “Existing Instrument”), or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties, except with respect to clause (ii) only, for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Agreement and consummation of the transactions contemplated hereby and thereby hereby, by the Disclosure Package and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and (including the issuance and sale of the Offered Securities (including Units and the use of proceeds from the sale of the Offered Securities Units and the Warrants to be sold pursuant to the Warrant Private Placement Agreement as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) and the Company’s compliance with its obligations hereunder and under the Subscription Agreement, the Warrant Private Placement Agreement and the Co-Investment Agreement (iA) have been duly authorized by all necessary corporate action and will not result in any violation of Default under the provisions of the Amended and Restated Memorandum and Articles of Association charter or by-laws of the Company, (iiB) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, and (iiiC) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the CompanyCompany of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby hereby, by the Disclosure Package and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (the “FINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company Neither Issuer is not (i) in violation of its memorandum and articles Certificate of association andIncorporation or By-laws or its limited liability company agreement or certificate of formation, as of the First Closing Dateapplicable, will not be or any other governing document, in violation of its each case as amended and restated memorandum and articles of association to date, or (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not ii) in default (orin the performance or observance of any material obligation, with the giving of notice agreement, covenant or lapse of time, would not be condition contained in default) (“Default”) under any indenture, loanmortgage, credit deed of trust, loan agreement, note, lease, license agreement, contract, franchise lease or other agreement or instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company any of them is a party or by which it any of them or any of their respective properties may be bound, or to which any except in the case of the Company’s properties or assets are subject clause (each, an “Existing Instrument”), except ii) for such Defaults defaults as could not be reasonably expectedwould not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, Transaction Documents by the Subscription Agreement, Issuers and the Sponsor Shares Purchase Agreement, issuance and delivery of the Registration Rights Agreement, Securities and the Insider Letter or Exchange Securities and the Administrative Services Agreement, compliance by the Issuers with the Transaction Documents and the consummation of the transactions herein contemplated hereby and thereby and by the Registration Statement, the Time (i) will not conflict with or result in a breach or violation of Sale Prospectus and the Prospectus and the issuance and sale any of the Offered Securities (including the use terms or provisions of, or constitute a default under, any indenture, mortgage, deed of proceeds from the sale trust, loan agreement, lease or other agreement or instrument to which either Issuer is a party or by which either Issuer is bound or to which any of the Offered Securities property or assets of either Issuer is subject, (ii) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Certificate of Incorporation or By-laws, in each case as described in amended to date, of the Registration StatementCompany, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (iiii) will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles Certificate of Association Formation or Limited Liability Company Agreement, in each case as amended to date, of the Company, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument Midstates Sub and (iiiiv) will not result in any violation of any lawstatute or any order, administrative rule or regulation of any court or administrative governmental agency or court decree applicable body having jurisdiction over the Issuers or any of their properties, except in the cases of clauses (i) and (iv), for such conflicts, breaches, violations or defaults as would not, individually or in the aggregate, reasonably be expected to have either (A) a Material Adverse Change or (B) a material adverse effect on the Company. No ability of the Issuers to consummate the transactions contemplated by the Transaction Documents; and no consent, approval, authorization or other order of, or registration or filing with, any court or other court or governmental or regulatory authority or agency, agency or body is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreementthe Transaction Documenters by the Issuers to the extent a party thereto, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement issuance and delivery of the Securities or the Exchange Securities, or the consummation by the Issuers of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectusthis Agreement, except such as have been obtained or made by the Company Issuers and are in full force and effect under the Securities Act Act, applicable securities laws of the several states of the United States or Exchange Act provinces of Canada and except such as may be required by the securities laws of the several states of the United States or provinces of Canada with respect to the Issuers’ obligations under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “FINRA”)Registration Rights Agreement.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of association andconstitution, charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as of the First Closing Dateapplicable, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and or is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could would not reasonably be reasonably expected, individually or in the aggregate, to have a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association constitution, charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the CompanyCompany or any of its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, as would not reasonably be expected individually or in the aggregate, to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws, the laws of the Republic of Ireland or FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authoritygiving of notice or lapse of time would give, Inc. the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the “FINRA”)right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of the Subsidiaries is not (i) in violation of (A) its memorandum and articles declaration of association andtrust, as charter or by-laws, operating agreement, partnership agreement or other organizational documents or (B) any law, ordinance, administrative or governmental rule or regulation applicable to the Company or the Subsidiaries except, in the case of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association clause (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”i)(B), and is not for such violations as could not, individually or in the aggregate, result in a Material Adverse Change, or (ii) in default (or, with the giving of notice or lapse of timetime or both, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of the Subsidiaries is a party or by which it or any of them may be bound, or to which any of the Company’s properties property or assets are of the Company or any of the Subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, Agreement by the Trust Agreement, Company and the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Operating Partnership and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) will not result in any violation of the provisions of the (A) Amended and Restated Memorandum and Articles Declaration of Association Trust (the “Declaration of Trust”) or by-laws of the Company, (B) the Certificate of Limited Partnership or Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) of the Operating Partnership or (C) other organizational documents of the Company or any of the Subsidiaries, in each case as amended or as amended and restated through the date hereof, (ii) will not conflict with or constitute a breach of, or a Default or Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except such consents as have been obtained by the Company, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of the Subsidiaries. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except (A) such as have been obtained or made by the Company and are in full force and effect (B) under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or and (C) from the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. (the “FINRANASD”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of the Subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company Neither the Company, nor any of its subsidiaries is not (i) in violation of its memorandum and articles of association andcharter or by-laws, partnership agreement or operating agreement or similar organizational documents, as of the First Closing Dateapplicable, will not be in violation of its amended and restated memorandum and articles of association or (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and ii) is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except in the case of this clause (ii) for such Defaults (other than Defaults under Specified Debt Instruments (as defined below)) as could not reasonably be reasonably expected, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, or any of its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except, with respect to this clause (ii), as otherwise disclosed in the Registration Statement, Time of Sale Prospectus and Prospectus, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, or any of its subsidiaries, except, with respect to this clause (iii), as otherwise disclosed in the Registration Statement, Time of Sale Prospectus and Prospectus. As of the date hereof, no Debt Repayment Triggering Event exists under any Specified Debt Instrument. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “FINRA”). As used herein, (x) a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries and (y) a “Specified Debt Instrument” means each of the following Existing Instruments: (a) that certain Credit Agreement dated as of July 16, 2020 by and among the Company and FuboTV, Inc., as Borrowers, and Access Road Capital LLC as Lender, (b) that certain Credit and Guaranty Agreement dated as of April 6, 2018, by and among FuboTV, Inc., as borrower, AMC Networks Ventures LLC, as administrative Agent and the other parties thereto from time to time (as amended), (c) that certain promissory note issued by Pulse Evolution Corporation to Cam Digital LLC, on April 15, 2016 (as amended) and (d) that certain loan outstanding to FuboTV, Inc. from JPMorgan Chase Bank, N.A., under the SBA Paycheck Protection Program dated as of April 21, 2020.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and charter or by-laws or is not in default (or, with the giving of notice or lapse of time, would not be in default) (“"Default”") under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, the Company's Amended and Restated Credit Agreement with First National Bank of Chicago), or to which any of the Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, an “"Existing Instrument”"), except for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s 's execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter or by-laws of the CompanyCompany or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s 's execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. (the “FINRA”)NASD.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and charter or by-laws or is not in default (or, with the giving of notice or lapse of time, would not be in default) (“"Default”") under any indenture, loanmortgage, deed of trust, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, an “"Existing Instrument”"), except for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s 's execution, delivery and performance of this Agreement, Agreement and consummation by the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, consummation Company of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action on the part of the Company and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter or by-laws of the CompanyCompany or any of its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except for such violations as would not, individually or in the aggregate, result in Material Adverse Change. No consent, approval, authorization or other order of, or registration registration, qualification or filing with, any court or other governmental or regulatory authority or agency, agency is required for, or in connection with, for the Company’s 's execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation by the Company of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. (the “FINRA”)NASD.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company None of the Company, the Operating Partnership, nor any of their subsidiaries is not in violation of its memorandum and articles of association andpartnership agreement, as of the First Closing Datecharter, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to timebylaws, the “Amended and Restated Memorandum and Articles of Association”), and or limited liability company agreement or is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company Company, the Operating Partnership or any of their subsidiaries is a party or by which it the Company, the Operating Partnership or any of their subsidiaries may be bound, or to which any of the Company’s properties property or assets are of the Company, the Operating Partnership or any of their subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have result in a Material Adverse Effect. The Company’s and the Operating Partnership’s execution, delivery and performance of this the Equity Distribution Agreements or of any Terms Agreement or Alternative Terms Agreement, and the Trust Agreementissuance and delivery of the Shares, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, and consummation of the transactions contemplated hereby and thereby by the Equity Distribution Agreements and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) by any Terms Agreement or Alternative Terms Agreement (i) have been or will be duly authorized by all necessary partnership or corporate action, as applicable, and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association partnership agreement, charter, bylaws or limited liability company agreement of the Company, the Operating Partnership or any of their subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, the Operating Partnership or any of their subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults or Debt Repayment Triggering Events, or liens, charges or encumbrances that would not result in a Material Adverse Effect, and (iii) will not result in any violation of any law, statute, administrative regulation or administrative or court decree applicable to the Company, the Operating Partnership or any subsidiary, except for such violations that would not result in a Material Adverse Effect. No consentAs used herein, approvala “Debt Repayment Triggering Event” means any event or condition which gives, authorization or with the giving of notice or lapse of time would give, the holder of any note, debenture or other order ofevidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “FINRA”)their subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”)charter or by-laws, and is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company is a party or by which it may be is bound, or to which any of the Company’s its properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could would not reasonably be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter or by-laws of the Company, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except for such conflicts, breaches, Defaults, violations, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws laws. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authoritygiving of notice or lapse of time would give, Inc. the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the “FINRA”)right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and charter or by-laws or is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company is a party or by which it may be bound, or to which any of the Company’s properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expected, individually or in the aggregate, to have a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Purchase Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letter Letters, the Administrative Support Agreement or the Administrative Services AgreementContingent Forward Purchase Contract, consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter or by-laws of the Company, Company (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Shares Purchase Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letter Letters, the Administrative Support Agreement or the Administrative Services Agreement Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any subsidiary is not in violation of or default under its memorandum and (i) charter, articles or certificate of association andincorporation, as of the First Closing Dateby-laws, will not be in violation of its amended and restated memorandum and articles of association or similar organizational documents; (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”ii) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (includinginstrument, without limitationincluding any Portfolio Company Agreement, any pledge agreementthe Investment Advisory Agreement and the Administration Agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it may be bound, bound or to which any of the Company’s properties property or assets are subject of the Company or any of its subsidiaries is subject; or (eachiii) any statute, an “Existing Instrument”)law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, except for such Defaults violations or defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the Trust AgreementIndenture, the Subscription Agreement, issuance and sale of the Sponsor Shares Purchase Agreement, Securities (including the Registration Rights Agreement, issuance of the Insider Letter or the Administrative Services Agreement, Underlying Securities upon conversion thereof) and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) Offering Memorandum (i) have been duly authorized by all necessary corporate action, have been effected in accordance with the Investment Company Act and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles charter, articles or certificate of Association incorporation or by-laws of the CompanyCompany or similar organizational documents of any subsidiary, (ii) will not conflict with or constitute a breach of, or Default default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument existing instrument, except for such conflicts, breaches, defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Effect and (iii) will not result in any material violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust AgreementIndenture, the Subscription Agreement, issuance and sale of the Sponsor Shares Purchase Agreement, Securities (including the Registration Rights Agreement, issuance of the Insider Letter Underlying Securities upon conversion thereof) or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the ProspectusOffering Memorandum, except such as have been obtained consents, approvals, authorizations, orders, filings, registrations or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such qualifications as may be required under applicable state securities or blue sky laws or Blue Sky laws, the Financial Industry Regulatory Authority, Inc. NASDAQ Global Select Market (the “FINRANASDAQ”)) or any Form D with the Commission in connection with the purchase and distribution of the Securities by the Initial Purchasers.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not charter or by-laws or in default (or, with the giving of notice or lapse of time, would not be in default) (“"Default”") under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company it is a party or by which it or it may be boundbound (including, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, an “"Existing Instrument”")), except for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s 's execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter or by-laws of the Company, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s 's execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, except such as have been obtained the registration or made by qualification of the Company and are in full force and effect Units under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. (the “FINRA”"NASD").

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its certificate of incorporation or memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not or in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company it is a party or by which it may be boundbound (including, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the Company’s properties property or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles memorandum of Association association of the Company, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, except such as have been obtained the registration or made by qualification of the Company and are in full force and effect Offered Securities under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (the “FINRA”)) and the approval of the Offered Securities to be listed on the Nasdaq Capital Market.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries (A) is not in violation of its memorandum and articles of association andcharter or by-laws or similar organizational documents, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and B) is not in default (orand no event has occurred which, with the giving of notice or lapse of timetime or both, would not be constitute such a default, in default) (“Default”) under the due performance or observance of any term, covenant or condition contained in any indenture, loanmortgage, credit agreementdeed of trust, note, lease, license agreement, contract, franchise loan agreement or other agreement or instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company it is a party or by which it may be bound, is bound or to which any of the Company’s its properties or assets are is subject or (eachC) except as described in the Registration Statement, an “Existing Instrument”)the General Disclosure Package and the Prospectus, except is in violation of any law, ordinance, governmental rule, regulation or court decree to which it or its property or assets may be subject or has failed to obtain any material license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership, leasing and/or operation of its properties or to the conduct of its business and has received no notice of any proceeding regarding the revocation or modification or non-compliance with any such license, permit, certificate, franchise or other governmental authorization or permit, except, with regard to (B) and (C) of this paragraph, for such Defaults as could defaults, violations or failures that would not reasonably be reasonably expected, individually or in the aggregate, expected to have a Material Adverse Effect. The Company’s executionissuance and sale of the Shares, the delivery and performance of this Agreement, and compliance with all of the Trust Agreement, provisions of this Agreement by the Subscription Agreement, Company and the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of the net proceeds from the sale of the Offered Securities Shares as described in the in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) (i) will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company, or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except where such conflict, breach, violation or default would not have a Material Adverse Effect, (ii) result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association of the Company, (ii) will not conflict with charter or constitute a breach of, by-laws or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets similar organizational documents of the Company pursuant to, or require the consent any of any other party to, any Existing Instrument and its subsidiaries or (iii) will not result in any violation of any lawstatute or any order, administrative rule or regulation of any court or administrative governmental agency or court decree applicable body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets (each, a “Governmental Entity”), except where such violation would not have a Material Adverse Effect. Except for the registration of the Shares under the 1933 Act and such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required under state securities or blue sky laws in connection with the offer and sale of the Shares to or through the Company. No Agent, no consent, approval, authorization or other order of, or filing, registration or filing with, qualification with any court or other governmental or regulatory authority or agency, such Governmental Entity is required for, or in connection with, for the Company’s execution, delivery issue and performance sale of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation by the Company of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectusthis Agreement, except such as have been obtained where the failure to receive the required consent, approval, authorization, order, filing, registration or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such qualification (other than as may be required under applicable state the federal securities laws) would not have a Material Adverse Effect or blue sky laws impair the Company’s and/or the Agents’ ability to offer and sell the Shares or the Financial Industry Regulatory Authority, Inc. (the “FINRA”)otherwise perform its obligations under this Agreement.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and charter or by-laws or is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company is a party or by which it may be bound, or to which any of the Company’s properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expected, individually or in the aggregate, to have a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Warrant Agreement, the Sponsor Shares Founders’ Purchase AgreementAgreements, the Warrant Subscription Agreements, the Registration Rights Agreement, the Insider Letter Letters or the Administrative Services Agreement, consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter or by-laws of the Company, Company (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Warrant Agreement, the Sponsor Shares Founders’ Purchase AgreementAgreements, the Warrant Subscription Agreements, the Registration Rights Agreement, the Insider Letter Letters or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authoritygiving of notice or lapse of time would give, Inc. the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the “FINRA”)right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not (i) in violation of its memorandum and articles of association andcharter, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association bylaws or other constitutive document or (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not ii) in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except except, in the case of clause (ii) above, for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreementeach Transaction Document by the Company and the issuance and delivery of the Notes, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) Offering Memorandum (i) has been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter or bylaws of the Company, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or (except for the liens securing the Escrow Collateral) result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent (except as shall have been obtained prior the Effective Date) of any other party toto any Transaction Document, any Existing Instrument and (iii) will not result in any violation by the Company or its subsidiaries of any law, administrative regulation or administrative or court decree applicable to the Company. No consentCompany or any subsidiary (assuming the accuracy of the representations and warranties set forth in Section 2(d) and the due performance of the covenant in Section 7 by the Initial Purchasers), approvalexcept (x) in the case of clauses (ii) and (iii) for such conflicts, authorization breaches, Defaults, Debt Repayment Triggering Events, liens, charges, encumbrances or other order ofviolations as would not, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) in the case of clause (iii) above, for any such violation that may arise under applicable state securities laws or rules or statutes in connection with, with the Company’s purchase and distribution of the Notes by the Initial Purchasers. The execution, delivery and performance of this Agreement(a) each Transaction Document by each of the Guarantors (to the extent party thereto) and (b) each Credit Document and each Separation Document by the Company, the Trust AgreementGuarantors and their respective subsidiaries (the “Company Entities”), to the Subscription Agreementextent a party thereto, and the Sponsor Shares Purchase Agreementissuance and delivery of the Guarantees, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Credit Documents and the ProspectusSeparation Documents (i) will, as of the Effective Date, have been duly authorized by all necessary corporate or other action and will not result in any violation of the provisions of the charter, bylaws or other constitutive document of the Company Entities, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or (except such for the liens securing the Credit Facilities) result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent (except as shall have been obtained or made prior the Effective Date) of any other party to, any Existing Instrument and any Transaction Document, and (iii) will not result in any violation by the Company Entities of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary (assuming the accuracy of the representations and are warranties set forth in full force Section 2(d) and effect under the Securities Act due performance of the covenant in Section 7 by the Initial Purchasers), except (x) in the case of clauses (ii) and (iii), for such conflicts, breaches, Defaults, Debt Repayment Triggering Events, liens, charges, encumbrances or Exchange Act violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) in the case of clause (iii) above, for any such as violation that may be required arise under applicable state securities or blue sky laws or rules or statutes in connection with the Financial Industry Regulatory Authority, Inc. (purchase and distribution of the “FINRA”)Notes by the Initial Purchasers.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its Significant Subsidiaries is not (i) in violation of its memorandum and certificate of incorporation, articles of association andincorporation, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association bylaws or other charter documents or (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not ii) in default (or, with the giving of notice or lapse of timetime or both, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, leasecontract, license franchise, lease or other agreement, contractobligation, franchise condition, covenant or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”)) or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except in the case of clauses (ii) and (iii) above, for such Defaults or violations as could not be reasonably expectedwould not, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Agreement and consummation of the transactions contemplated hereby and thereby hereby, by the Disclosure Package and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles certificate of Association incorporation or bylaws of the Company, or of the charter documents of any of its subsidiaries, (ii) will not conflict with or constitute a breach of, or a Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except for such except in the case of clauses (ii) and (iii) above, for such conflicts, violations, breaches, Defaults, charges or encumbrances as would not, individually or in the aggregate, have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for, or in connection with, for the Company’s execution, delivery and or performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter Agreement or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and hereby, by the Registration Statement, the Time of Sale Prospectus and Disclosure Package or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by the Company, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles declaration of association andtrust (or charter or by-laws or other similar constitutive documents), as except, in the case of subsidiaries of the First Closing DateCompany, will not be for such violations as would not, individually or in violation the aggregate, result in a Material Adverse Change. Neither the Company nor any of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and subsidiaries is not in default (or, with the giving of notice or lapse of timetime or both, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, including the Security Documents, or to which any of the Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this AgreementAgreement and the Indenture, and the issuance and delivery of the Securities (including the issuance of the Underlying Securities upon conversion thereof), the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, consummation of the transactions contemplated hereby and or thereby and by the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus and the issuance Grantors’ execution, delivery and sale performance of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) Pledge Agreements (i) have been duly authorized by all necessary trust, corporate or other action, as the case may be, and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles declaration of Association trust (or charter or by-laws or other similar constitutive documents) of the Grantors or any subsidiary of the Company, except, in the case of subsidiaries of the Company, for such violations as would not, individually or in the aggregate, result in a Material Adverse Change, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance (other than the lien, charge or encumbrance created by the Pledge Agreements in favor of the Collateral Agent) upon any property or assets of the Company Grantors or any of their subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Grantors or any subsidiary of the Company, except for such violation as would not, individually or in the aggregate, result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter Agreement or the Administrative Services Agreement Indenture, or the issuance and delivery of the Securities (including the issuance of the Underlying Securities upon conversion thereof) or consummation of the transactions contemplated hereby and or thereby and by the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, or the Grantors’ execution, delivery and performance of the Pledge Agreements, except such as have been obtained or made by the Company or the Grantors and are in full force and effect under the Securities Act or Exchange Act, the Trust Indenture Act and such as may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (the “FINRA”)) or the failure of which to obtain would not result in a Material Adverse Change or have a material adverse effect on the consummation of the transactions contemplated by this Agreement.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its Subsidiaries is not in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and charter or by-laws or is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the Company’s properties property or assets are of the Company or any of its Subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, issuance and sale of the Subscription Agreement, the Sponsor Placement Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter or by-laws of the CompanyCompany or any Subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any Subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, issuance and sale of the Subscription Agreement, the Sponsor Placement Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (the “FINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and charter or bylaws or similar organizational documents or is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or a subsidiary of the Company is a party or by which it may be boundbound (including, without limitation, agreements listed on Schedule B hereto), or to which any of the Company’s properties property or assets are of the Company or a subsidiary of the Company is subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have result in a Material Adverse Effect. The Company’s and Initial Guarantors’ execution, delivery and performance of this Agreement, the Trust AgreementDTC Agreement and the Indenture, and the Subscription Agreementissuance and delivery of the Securities, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) Offering Memorandum (i) will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter or bylaws or similar organizational documents of the CompanyCompany or the Initial Guarantors, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or the Initial Guarantors pursuant to, or require the consent of any other party to, to any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or the Initial Guarantors, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, Defaults, liens, charges, encumbrances or violations as would not, individually or in the aggregate, result in a Material Adverse Effect. No Assuming the accuracy of the representations, warranties and covenants of the Initial Purchasers set forth herein, no consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and for consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the ProspectusOffering Memorandum, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws by the Securities Act or the Financial Industry Regulatory Authoritysecurities laws of the several states of the United States with respect to the Company’s or which, Inc. (if not obtained or made, would not, individually or in the “FINRA”)aggregate have a Material Adverse Effect or materially and adversely affect the ability of the Company or the Initial Guarantors to perform its obligations under this Agreement.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not (i) in breach or violation of its certificate or articles of incorporation, charter, bylaws, limited liability company agreement, certificate or agreement of limited or general partnership, memorandum and articles of association andassociation, or other similar organizational documents, as the case may be, of the First Closing Datesuch entity, will not be (ii) in violation breach of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not or in default (or, with the giving of notice or lapse of timetime or both, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, deed of trust, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreementobligation, mortgage condition, covenant or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of their properties, as applicable, except, with respect to clauses (ii) and (iii) only, for such breaches, violations or Defaults as could not be reasonably expectedthat would not, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Agreement and consummation of the transactions contemplated hereby and thereby and or by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus and (including the issuance and sale of the Offered Securities (including Placement Shares and the use of the proceeds from the sale of the Offered Securities Placement Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) will not result in any breach or violation of the provisions certificate or articles of incorporation, charter, bylaws, limited liability company agreement, certificate or agreement of limited or general partnership, memorandum and articles of association, or other similar organizational documents, as the case may be, of the Amended and Restated Memorandum and Articles Company or any of Association of the Companyits subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge charge, claim or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except, with respect to clauses (ii) and (iii) only, for such conflicts, breaches, Defaults, Debt Repayment Triggering Events or violations that would not, individually or in the aggregate, result in a Material Adverse Change. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf), issued by the Company, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Significant Subsidiaries. No Each approval, consent, approvalorder, authorization or other order ofauthorization, or registration designation, declaration or filing withby or with any regulatory, any court administrative or other governmental or regulatory authority or agency, is required for, or body necessary in connection with, with the Company’s execution, execution and delivery by the Company of this Agreement and the performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation Company of the transactions herein contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have has been obtained or made by the Company and are is in full force and effect under the Securities Act or Exchange Act and effect, except (i) such additional steps as may be required by the bylaws and rules of the FINRA or (ii) such additional steps as may be necessary to qualify the Common Stock for sale by the Sales Agent under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “FINRA”)Blue Sky laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles certificate of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not incorporation or by-laws or in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expected, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Placement Shares (including the use of proceeds from the sale of the Offered Securities Placement Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles certificate of Association incorporation or by-laws of the Company, Company or any subsidiary; (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument; and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except, in the case of (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authoritygiving of notice or lapse of time would give, Inc. the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the “FINRA”)right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of the Subsidiaries is not in violation of its memorandum and articles certificate of association andincorporation, as by-laws or other organizational documents (the “Charter Documents”). Neither the Company nor any of the First Closing Date, will not be Subsidiaries is (i) in violation of its amended and restated memorandum and articles of association (as it may be amended from time to timeany U.S. federal, the “Amended and Restated Memorandum and Articles of Association”), and is not in default (or, with the giving of notice state or lapse of time, would not be in default) (“Default”) under local statute or law or any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise foreign statute or other instrument law (including, without limitation, common law) or ordinance, or any pledge agreementjudgment, security agreementdecree, mortgage rule, regulation, order or injunction, (collectively, “Applicable Law”) of any federal, state, local or other governmental authority, governmental or regulatory agency or body, court, arbitrator or self-regulatory organization, domestic or foreign (each, a “Governmental Authority”) applicable to any of them or any of their respective properties, or (ii) in breach of or default under any bond, debenture, note or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company any of them is a party or by which it may be bound, or to which any of the Company’s properties them or assets are subject their respective property is bound (eachcollectively, an “Existing InstrumentApplicable Agreements”), except for (i) breach of notice provisions relating to transactions pursuant to which the Company and its subsidiaries were reorganized contained in agreements and instruments evidencing debt to be repaid on the Closing Date with the proceeds of this offering and (ii) any such Defaults as could not be reasonably expectedviolations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company’s executionAll Applicable Agreements are in full force and effect and are legal, delivery valid and performance of this Agreementbinding obligations, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, consummation of the transactions contemplated hereby and thereby and by the Registration Statement, other than as disclosed in the Time of Sale Prospectus and Document. There exists no condition that, with the Prospectus and passage of time or otherwise, would constitute (a) a violation of such Charter Documents or Applicable Laws, (b) a breach of or default under any Applicable Agreement or (c) result in the imposition of any penalty or the acceleration of any indebtedness. Neither the execution, delivery or performance of the Transaction Documents nor the consummation of any Transactions contemplated therein, including the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration StatementNotes, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association of the Companyconflict with, (ii) will not conflict with or violate, constitute a breach of, of or Default a default (with the passage of time or otherwise) or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any person (other party tothan consents already obtained and in full force and effect) under, result in the imposition of a Lien on any Existing Instrument assets of the Company or any of its respective Subsidiaries, or result in an acceleration of indebtedness under or pursuant to (i) the Charter Documents, (ii) any Applicable Agreement, or (iii) any Applicable Law, except in the case of this clause (ii) and (iii) ), as would not have a Material Adverse Effect. After consummation of the Offering and the other Transactions, no default, event of default or Debt Repayment Triggering Event will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Companyexist. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “FINRA”).or

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not (i) in violation of its memorandum and articles of association and, as of the First Closing Date, will not be charter or by-laws or similar organizational documents; (ii) in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”)default, and is not in default (orno event has occurred that, with the giving of notice or lapse of timetime or both, would not be constitute such a default, in default) (“Default”) under the due performance or observance of any term, covenant or condition contained in any indenture, loanmortgage, credit agreementdeed of trust, note, lease, license agreement, contract, franchise loan agreement or other agreement or instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it may be bound, the Company or any of its subsidiaries is bound or to which any of the Company’s properties property or assets are subject of the Company or any of its subsidiaries is subject; or (eachiii) in violation of any law or statute or any judgment, an “Existing Instrument”)order, except rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such Defaults as could not be reasonably expecteddefault or violation that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse EffectEffect or that is disclosed in the Offering Memorandum. The Company’s Assuming the accuracy of, and the compliance with, the representations, warranties and agreements set forth in this Agreement, the execution, delivery and performance by the Company of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, consummation each of the transactions contemplated hereby and thereby and by the Registration StatementTransaction Documents, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including and the use of proceeds from the sale consummation of the Offered Securities as described in transactions contemplated by the Registration Statement, Transaction Documents or the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) Offering Memorandum will not (i) will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association of the Company, (ii) will not conflict with or constitute result in a breach or violation of any of the terms or provisions of, or Default constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or require other agreement or instrument to which the consent Company or any of its subsidiaries is a party or by which the Company or any other party toof its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (except as otherwise described in the Offering Memorandum), any Existing Instrument and (iiiii) will not result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or any lawof its subsidiaries or (iii) result in the violation of any law or statute or any judgment, administrative order, rule or regulation of any court or administrative arbitrator or court decree applicable governmental or regulatory authority, except where such default, violation, lien, charge or encumbrance (in the case of (i) or (iii)) would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. Except as disclosed in the Offering Memorandum with respect to the Company. No Tender Offer, and assuming the accuracy of, and the compliance with, the representations, warranties and agreements set forth in this Agreement, no consent, approval, authorization or other order ofauthorization, or order, registration or filing with, qualification of or with any court or other arbitrator or governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreementthe Transaction Documents by the Company and the Guarantors to the extent a party thereto, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement issuance and delivery of the Securities or the Exchange Securities, or consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the ProspectusOffering Memorandum, except (A) such as have been obtained or made by the Company and the Guarantors, as applicable, and are in full force and effect under the Securities Act Act, applicable securities laws of the several states of the United States or Exchange Act provinces of Canada and except such as may be required by the securities laws of the several states of the United States or provinces of Canada with respect to the Company’s obligations under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. Registration Rights Agreement and (B) filings of financing statements under the Uniform Commercial Code (the “FINRAUCC”)) as from time to time in effect in the relevant jurisdictions and any filing to be made in the United States Patent and Trademark Office or the United States Copyright Office.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of association and, as of charter or by-laws or other organizational document (the First Closing Date, will not be “Charter Documents”). Neither the Company nor any subsidiary is in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not in or default (or, with the giving of notice or lapse of time, would not be in violation or default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement, mortgage agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which indebtedness of the Company is a party or by which it may be boundany of its subsidiaries ), or to which any of the Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association Charter Documents of the CompanyCompany or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under Act, applicable state securities or blue sky laws and from the NASD. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authoritygiving of notice or lapse of time would give, Inc. the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the “FINRA”)right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not charter or bylaws or in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company it is a party or by which it or it may be boundbound (including, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the Company’s properties property or assets are of the Company is subject (each, an “Existing Instrument”)), except for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter or bylaws of the Company, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, except such as have been obtained the registration or made by qualification of the Company and are in full force and effect Units under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. (the “FINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and charter or by-laws or is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, result in a material adverse change, or any development that could reasonably be expected to have result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (any such change is called a “Material Adverse EffectChange”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale General Disclosure Package and Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter or by-laws of the CompanyCompany or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under Act, applicable state securities or blue sky laws or laws, the Nasdaq Global Select Market in connection with the purchase and distribution of the Securities by the Underwriters and the listing of the Securities on the Nasdaq Global Select Market and from the Financial Industry Regulatory Authority, Inc. Authority (the “FINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its Significant Subsidiaries is not (i) in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not or in default (or, with the giving of notice or lapse of timetime or both, would not be in default) (“Default”) under its amended and restated certificate of incorporation or by-laws, (ii) in Default under any indenture, loanmortgage, loan or credit agreement, deed of trust, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreementobligation, mortgage condition, covenant or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”)) or (iii) in violation of any statute, except law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except, with respect to clauses (ii) and (iii) only, for such Defaults or violations as could not be reasonably expectedwould not, individually or in the aggregate, to aggregate have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Agreement and consummation of the transactions contemplated hereby and thereby and hereby, by the Registration Statement, the Time of Sale Prospectus and by the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation Default under the amended and restated certificate of incorporation or by-laws of the provisions of the Amended and Restated Memorandum and Articles of Association of the CompanyCompany or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except, with respect to clauses (ii) and (iii) only, for any such breaches, Defaults, Debt Repayment Triggering Events or violations as would not, individually or in the aggregate, have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for, or in connection with, for the Company’s execution, delivery and or performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter Agreement or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and hereby, by the Registration Statement, the Time of Sale Prospectus and or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by the Company, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is and its subsidiaries are not (i) in violation of its memorandum and articles their respective certificates of association andincorporation or by-laws or similar organizational documents, as of the First Closing Date, will not be (ii) in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”)default, and is not in default (orno event has occurred that, with the giving of notice or lapse of timetime or both, would constitute a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, in each case that is material to the Company and its subsidiaries, taken as a whole, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except in the case of clauses (ii) and (iii) for any such default, event or violation that would not be in default) (“Default”) under reasonably expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole. The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not contravene any provision of applicable law or the certificate of incorporation or by-laws of the Company, or any indenture, loanmortgage, credit agreementdeed of trust, note, lease, license agreement, contract, franchise loan agreement or other agreement or instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company is a party or by which it may be bound, the Company or its subsidiaries is bound or to which any of the Company’s properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association of the Company, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant toor its subsidiaries is subject, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable each case that is material to the Company. No , or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or its subsidiaries, and no consent, approval, authorization or other order of, or registration or filing qualification with, any court governmental body or other governmental or regulatory authority or agency, agency is required for, or in connection with, for the Company’s execution, delivery and performance by the Company of its obligations under this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under applicable state by the securities or blue sky Blue Sky laws of the various states or the Financial Industry Regulatory Authority, Inc. (the “FINRA”)) in connection with the offer and sale of the Shares.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not charter or bylaws or in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company it is a party or by which it or it may be boundbound (including, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the Company’s properties property or assets are of the Company is subject (each, an “Existing Instrument”)), except for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter or bylaws of the Company, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, except such as have been obtained the registration or made by qualification of the Company Common Stock and are in full force and effect Unit Warrants under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (the “FINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company is a party or by which it may be bound, or to which any of the Company’s properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Agreement and consummation of the transactions contemplated hereby and thereby and or by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus and (including the issuance and sale of the Offered Securities (including Placement Shares and the use of the proceeds from the sale of the Offered Securities Placement Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) will not (A) result in a material breach or violation of any of the terms and provisions of, or constitute a default under, any law, order, rule or regulation to which the Company or any subsidiary is subject (including, without limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA), or by which any property or asset of the Company or any subsidiary is bound or affected, (B) conflict with, result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association of the Company, (ii) will not conflict with or constitute a breach of, or Default constitute a default (or an event that with notice or lapse of time or both would become a default) under, or result in give to others any right of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) (a “Default Acceleration Event”) of, any agreement, lease, credit facility, debt, note, bond, mortgage, indenture or other instrument (“Contract”) or obligation or other understanding to which the creation Company or imposition of any lien, charge subsidiary is a party or encumbrance upon by which any property or assets asset of the Company pursuant toor any subsidiary is bound or affected, except to the extent that such conflict, default, or require the consent of any other party to, any Existing Instrument and (iii) will Default Acceleration Event is not reasonably likely to result in any a Material Adverse Change, or (C) result in a breach or violation of any law, administrative regulation or administrative or court decree applicable to of the Company. No consent, approval, authorization or other order terms and provisions of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection withconstitute a default under, the Company’s execution, delivery and performance articles of this Agreement, incorporation (as the Trust Agreement, same may be amended or restated from time to time) or bylaws (as the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter same may be amended or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by restated from time to time). Neither the Company and are nor any of its subsidiaries is in full force and effect violation, breach or default under its articles of incorporation (as the Securities Act or Exchange Act and such as same may be required under applicable state securities amended or blue sky laws restated from time to time), bylaws (as the same may be amended or restated from time to time) or other equivalent organizational or governing documents. Neither the Financial Industry Regulatory AuthorityCompany nor any its subsidiaries nor, Inc. (the “FINRA”).to its knowledge, any other party is in violation, breach or default of any Contract that has resulted in or could reasonably be expected to result in a Material

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The execution and delivery by the Company is not in violation of, and the performance by the Company of its memorandum obligations under, this Agreement and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company is a party or by which it may be bound, or to which any of the Company’s properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) will not result in any a breach or violation of the provisions any of the Amended terms and Restated Memorandum and Articles of Association of the Companyprovisions of, (ii) will not conflict with or constitute a breach of, default or Default a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, (i) the charter or require by-laws of the consent Company, (ii) any statute, rule, regulation, judgment or order of any other governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their respective properties, or (iii) any agreement or instrument to which the Company or any of its subsidiaries is a party toor by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject, any Existing Instrument except, in the case of each of clauses (ii) and (iii) will not result ), where such breach, violation or default would not, individually or in the aggregate, have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any violation event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any lawnote, administrative regulation debenture, or administrative other evidence of indebtedness (or court decree applicable any person acting on such holder’s behalf) the right to require the Company. No repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries; no consent, approval, authorization authorization, or other order of, or filing, qualification or registration or filing with, any court person (including any governmental agency or other governmental body or regulatory authority or agency, any court) is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “FINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not (i) in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association charter or by laws (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”or other applicable organizational document), and (ii) is not in default (or, with the giving of notice or lapse of time, would not be be) in default) default (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, the (1) the Senior Credit Facility, dated November 21, 2006, by and among S▇▇▇▇▇▇▇▇ Energy, Inc. (as successor by merger to Riata Energy, Inc.) and Bank of America, N.A., as Administrative Agent and Banc of America Securities LLC as Lead Arranger and Book Running Manager, as amended, and (2) Credit Agreement, dated March 22, 2007 by and among S▇▇▇▇▇▇▇▇ Energy, Inc. and Bank of America, N.A., as Administrative Agent and Banc of America Securities LLC as Lead Arranger, as amended) or to which any of the Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), or (iii) is in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as could not be reasonably expectedwould not, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) Agreement (i) have been duly authorized by all necessary action (corporate or otherwise) and will not result in any violation of the provisions charter or by laws (or other applicable organizational document) of the Amended and Restated Memorandum and Articles of Association of the CompanyCompany or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except for such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. or any successor organization (the “FINRANASD”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not None of the Main Street Entities are in violation of its memorandum and articles of association andor default under (i) their respective charter, as of the First Closing Dateby-laws, will not be in violation of its amended and restated memorandum and articles of association or any similar organizational document; (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not in default (or, with the giving of notice or lapse of time, would not be in defaultii) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (includinginstrument, without limitation, including any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) Portfolio Company Agreement to which the Company is they are a party or by which it may be bound, bound or to which any of the Company’s properties or assets are subject subject; or (eachiii) any statute, an “Existing Instrument”)law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over them or any of their properties, as applicable, except with respect to clauses (ii) and (iii) herein, for such Defaults violations or defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have a Material Adverse Effect. No person has the right to act as an underwriter or as a financial advisor to the Company in connection with or by reason of the offer and sale of the Shares contemplated hereby. The Company’s execution, delivery and performance of this Agreement, Agreement by the Trust Agreement, Company and the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) Disclosure Package (i) have been duly authorized by all necessary corporate action, have been effected in accordance with Section 23(b) of the 1940 Act (subject to the provisions applicable to BDCs under, and pursuant to Section 63 of the ▇▇▇▇ ▇▇▇) and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter or bylaws of the Company, (ii) will not conflict with or constitute a breach of, or Default default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument existing instrument, except for such conflicts, breaches, defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, Agreement by the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter Company or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the ProspectusDisclosure Package, except such as have already been obtained or made by the Company and are in full force and effect under the Securities 1933 Act or Exchange and the 1940 Act and such as may be required under any applicable state securities or blue sky laws or laws, from the Financial Industry Regulatory Authority, Inc. (the “FINRA”) or under the rules and regulations of the Nasdaq Global Select Market (“NASDAQ”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its Subsidiaries is not in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and charter or by-laws or is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the Company’s properties property or assets are of the Company or any of its Subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, Agreement and the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, other Transaction Documents and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter or by-laws of the CompanyCompany or any Subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any Subsidiary, except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter Agreement or the Administrative Services Agreement other Transaction Documents and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectusthereby, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (the “FINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles declaration of association andtrust (or charter or by-laws or other similar constitutive documents), as except, in the case of subsidiaries of the First Closing DateCompany, will not be for such violations as would not, individually or in violation the aggregate, result in a Material Adverse Change. Neither the Company nor any of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and subsidiaries is not in default (or, with the giving of notice or lapse of timetime or both, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, including the Security Documents, or to which any of the Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this AgreementAgreement and the Indenture, and the issuance and delivery of the Notes, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, consummation of the transactions contemplated hereby and or thereby and by the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus and the issuance Grantors’ execution, delivery and sale performance of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) Pledge Agreements (i) have been duly authorized by all necessary trust, corporate or other action, as the case may be, and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles declaration of Association trust (or charter or by-laws or other similar constitutive documents) of the Grantors or any subsidiary of the Company, except, in the case of subsidiaries of the Company, for such violations as would not, individually or in the aggregate, result in a Material Adverse Change, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance (other than the lien, charge or encumbrance created by the Pledge Agreements in favor of the Collateral Agent) upon any property or assets of the Company Grantors or any of their subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Grantors or any subsidiary of the Company, except for such violation as would not, individually or in the aggregate, result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter Agreement or the Administrative Services Agreement Indenture, or the issuance and delivery of the Notes or consummation of the transactions contemplated hereby and or thereby and by the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, or the Grantors’ execution, delivery and performance of the Pledge Agreements, except such as have been obtained or made by the Company or the Grantors and are in full force and effect under the Securities Act or Exchange Act, the Trust Indenture Act and such as may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (the “FINRA”)) or the failure of which to obtain would not result in a Material Adverse Change or have a material adverse effect on the consummation of the transactions contemplated by this Agreement.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor the Subsidiary is not in violation of its memorandum and articles of association andor by-laws or similar organizational documents, as of the First Closing Dateapplicable, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and or is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or the Subsidiary is a party or by which it or any of them may be bound, or to which any of the Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expected, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association articles or by-laws or similar organizational documents, as applicable, of the Company, Company or the Subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or the Subsidiary pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or the Subsidiary, except in the case of (ii) and (iii) as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or FINRA (as defined below). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authoritygiving of notice or lapse of time would give, Inc. the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the “FINRA”)right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or the Subsidiary.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not (i) in violation of its memorandum and articles of association andincorporation or code of regulations, bylaws, partnership agreement or operating agreement or similar organizational document, as of the First Closing Dateapplicable, will not be in violation of its amended and restated memorandum and articles of association or (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not ii) in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement, mortgage agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which indebtedness of the Company is a party or by which it may be boundany of its subsidiaries), or to which any of the Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Amended articles of incorporation and Restated Memorandum and Articles code of Association regulations, bylaws, partnership agreement or operating agreement or similar organizational document of the CompanyCompany or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any subsidiary, except where such failures with respect to clauses (ii) and (iii) would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Act, (ii) for periodic and other reporting obligations under the Exchange Act and such (iii) as may be required under by applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “FINRA”)laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not charter or bylaws or in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company it is a party or by which it may be boundbound (including, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the Company’s properties property or assets are of the Company is subject (each, an “Existing Instrument”)), except for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association charter or bylaws of the Company, ; (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change; and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, except such as have been obtained the registration or made by qualification of the Company and are in full force and effect Securities under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. (the “FINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum and articles certificate of association and, as of the First Closing Date, will not be in violation of its amended and restated incorporation or memorandum and articles of association (as it may be amended amended, restated, supplemented and/or otherwise modified from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not ) or in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company it is a party or by which it may be boundbound (including, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the Company’s properties property or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as could not be reasonably expectedwould not, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, Agreement and the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, Representative’s Warrants and consummation of the transactions contemplated hereby and thereby thereby, and by the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the Amended certificate of incorporation or memorandum and Restated Memorandum and Articles articles of Association association of the Company, as the same may be amended and restated from time to time, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization authorization, or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery delivery, and performance of this Agreement, Agreement and the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement Representative’s Warrants and consummation of the transactions contemplated hereby and thereby thereby, and by the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, except such as have been obtained the registration or made by qualification of the Company and are in full force and effect Offered Securities under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. (the “FINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company Neither the Company, ▇▇▇▇▇▇▇▇▇ Subsidiary, ▇▇▇▇▇▇▇▇▇ Term Subsidiary, any of the Company’s subsidiaries, nor the Trust (i) is not in violation of its memorandum and articles of association andOrganizational Documents, as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and ii) is not in default (or, with the giving of notice or lapse of time, would not be be) in default) default (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, the Credit Facility), or to which any of the Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), or (iii) is in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, except with respect to clauses (ii) and (iii), for such Defaults or violations as could not be reasonably expectedwould not, individually or in the aggregate, to have a Material Adverse Effect. The Company’s and the Trust’s execution, delivery and performance of this Agreement, the Trust AgreementTransaction Documents to which each is a party, the Subscription Agreement, issuance and delivery of the Sponsor Shares Purchase Agreement, Units and the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus Information and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary action and will not result in any violation of the provisions any Organizational Document of the Amended and Restated Memorandum and Articles of Association of Trust, the CompanyCompany or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or or, except as contemplated by the Transaction Documents, result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “FINRA”).Lien