Common use of OFAC Clause in Contracts

OFAC. Neither the Company, nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the Company, Company nor, to the knowledge of the Company, the Sponsor nor any Sponsor, any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the Company, nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the Company, Company nor any of its Subsidiaries nor, to the knowledge Knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate Affiliate of the Sponsor Company or any of its Subsidiaries (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of to any sanctions administered or enforced by the United States (U.S. government, including any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury, (“OFAC”) or the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce)State, the United Nations Security Council, the European Union, a member state of or the European Union United Kingdom (including sanctions administered or enforced controlled by Her Majesty’s Treasury of the United KingdomTreasury) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” ”) or other relevant sanctions authority, and each such person, a “Sanctioned Person”), (ii) will use the proceeds of this offering, directly or indirectly, to fund or facilitate the activities of any Sanctioned Persons or entity or any country, region or territory that is, at the time of such funding or facilitation, subject to Sanctions or any person or entity located in a country, region or territory subject to Sanctions (including any administered or enforced by OFAC or the U.S. Department of State), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury). Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its Subsidiaries, is a Person that is, or is 50% or more owned or otherwise controlled by a Person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country country, region or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country country, region or territory (including at the time of this agreement, Cuba, Iran, North Korea, Syria and Crimea) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is The Company and its Subsidiaries have not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned PersonPersons, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor of its Subsidiaries have any plans to engage in dealings deal or transactions transact with or for the benefit of a Sanctioned PersonPersons, or with or in a Sanctioned CountryCountries.

OFAC. Neither the Company, nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the Company, nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three (3) years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 three (3) years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither None of the Company, any of the Subsidiaries or any officer or director of either the Company or any Subsidiary, nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee employee, affiliate or affiliate person acting on behalf of the Company or any director, officer, agent, employee or affiliate of the Sponsor Subsidiaries is or has been (A) engaged in any services (including financial services), transfers of goods, software, or technology, or any other business activity related to (i) isCuba, Iran, North Korea, Sudan, Syria or the Crimea region of Ukraine claimed by Russia (“Sanctioned Countries”), (ii) the government of any Sanctioned Country, (iii) any person, entity or organization located in, resident in, formed under the laws of, or is owned or controlled or 50% or more owned in by the aggregate by or is acting on behalf government of, one any Sanctioned Country, or more individuals (iv) any person, entity or entities that are currently the organization made subject of any sanctions administered or enforced by the United States Government, including, without limitation, the list of Specially Designated Nationals (including any administered or enforced by “SDN List”) of the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce(“OFAC”), or by the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) Treasury, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) and the Company will (either not directly or through the Trust Account), directly or indirectly, indirectly use the proceeds of the Offeringthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, or any joint venture partner or other individual person or entity entity, for the purpose of financing the activities of or business with any person, or in any country or territory, that currently is the subject to any U.S. sanctions administered by OFAC or in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the Offering, transaction whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has ) of U.S. sanctions administered by OFAC; (B) engaged in any dealings transfers of goods, technologies or transactions with services (including financial services) that may assist the governments of Sanctioned Countries or for facilitate money laundering or other activities proscribed by United States laws, rules or regulations; (C) is a person, entity or organization currently the benefit subject of a Sanctioned Personany Sanctions; or (D) located, organized or with or resident in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither None of the CompanyGroup Companies, any of their subsidiaries, nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or Group Companies, any director, officer, agent, employee employee, affiliate or affiliate person acting on behalf of any of the Sponsor Group Companies (i) has been or is, or is controlled or 50% owned by an individual or more owned in the aggregate entity that has been or is, subject to (A) any trade, economic or military sanctions administered by or is acting on behalf ofissued against any nation, one individual or more individuals or entities that are currently the subject of any sanctions administered or enforced entity by the United States (including any administered or enforced by Nations, the Office of Foreign Assets Control of the U.S. United States Treasury Department of (including but not limited to the Treasury, the U.S. Department of State designation as a “specially designated national or the Bureau of Industry and Security of the U.S. Department of Commerceblocked person” thereunder), the United Nations Security Council, the European Union, a member state the State Secretariat for Economic Affairs of Switzerland or the European Union (including sanctions administered or enforced by Swiss Directorate of International Law, Her Majesty’s Treasury of the United Kingdom) , the Hong Kong Monetary Authority, the Monetary Authority of Singapore or any governmental or regulatory authority of the jurisdictions where each of the Group Companies is incorporated or operates or any other relevant sanctions authority, or any orders or licenses publicly issued under the authority of any of the foregoing, or (B) any sanctions or requirements imposed by, or based upon the obligations or authorizations set forth in, the United States Trading With the Enemy Act, the United States International Emergency Economic Powers Act, the United States United Nations Participation Act, the United States Syria Accountability and Lebanese Sovereignty Act, or the United States Iran Sanctions Act of 2006, all as amended, or any foreign assets control regulations of the United States Treasury Department (including but not limited to 31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) has been or is located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings with that country or territory (collectivelyincluding, “Sanctioned Countries” without limitation, Cuba, Iran, Libya, North Korea, Sudan, Syria and each, a “Sanctioned Country”the region of the Crimea) or (iii) has violated, will through its participation in the offering (either directly or through the Trust Account)direct or indirect use of funds raised pursuant to the offering) violate or failed to institute and maintain policies and procedures designed to ensure continued compliance with Sanctions. There have been no (and the direct or indirect use of funds raised pursuant to the offering will not involve or give rise to) transactions or connections between any Group Company, directly or indirectlyon the one hand, use the proceeds of the Offeringand any country, or lendgovernment, contribute or otherwise make available such proceeds to any subsidiaryperson, joint venture partner or other individual or entity in any manner that would result or domiciled or incorporated in a violation of any Sanctions bycountries or regions subject to Sanctions, or could result that is itself subject to sanctions or named on any sanctions list administered by one of the aforementioned bodies, or owned or controlled by persons, entities or other parties referred to in the imposition foregoing of Sanctions againstthis sentence, any individual or entity (including any individual or entity participating who perform contracts in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged support of projects in any dealings or transactions with or for the benefit of a Sanctioned Personthose countries, or with or in a Sanctioned Country, in on the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Countryother hand.

OFAC. Neither the Company, nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 three years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the Company, nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority Kingdom (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (the parties agree that for the purposes of this Underwriting Agreement, such countries and territories are solely Iran, Cuba, Syria, North Korea and the Crimean region of Russia, collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise)Sanctions. In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any the Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 yearsviolation of Sanctions, nor does the Company or any the Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in violation of Sanctions.

OFAC. Neither the Company, Company nor, to the knowledge of the Company, the Sponsor nor any Sponsor, director, director nominee, executive officer, any agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the Company, Company nor any of its subsidiaries nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee employee, affiliate or affiliate other person acting on behalf of the Sponsor Company or any of its subsidiaries (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one an individual or more individuals or entities entity that are is currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union United Kingdom (including sanctions administered or enforced by Her Majesty’s Treasury of the United KingdomTreasury) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, the “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account)will, directly or indirectly, use the proceeds of the Offeringthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offeringoffering, whether as underwriter, advisor, investor or otherwise). In The Company and its subsidiaries (as of the preceding three yearsdate hereof) have not knowingly engaged in, except as has been disclosed to the Underwriters or is are not material to the analysis under any Sanctions, neither the Company nor any Sponsor has now knowingly engaged in and will not knowingly engage in any dealings or transactions with any person that at the time of the dealing or for transaction is or was the benefit subject or the target of a Sanctioned Person, Sanctions or with or in a any of the Sanctioned CountryCountries, in the preceding 3 years, nor does the Company each case if such dealing or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Countrytransaction is prohibited by law.

OFAC. Neither the Company, Company nor, to the knowledge of the Company, the Sponsor nor Sponsor, any director, director nominee, executive officer, agent, employee or controlled affiliate of the Company or any director, officer, agent, employee or controlled affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither None of the Company, any of the Subsidiaries or any officer or director of either the Company or any Subsidiary, nor, to the knowledge of the Company, the Sponsor nor after due inquiry, any director, director nominee, executive officer, agent, employee employee, affiliate or affiliate person acting on behalf of the Company or any director, officer, agent, employee or affiliate of the Sponsor Subsidiaries is or has been (A) engaged in any services (including financial services), transfers of goods, software, or technology, or any other business activity related to (i) isCuba, Iran, North Korea, Sudan, Syria or the Crimea region of Ukraine claimed by Russia (“Sanctioned Countries”), (ii) the government of any Sanctioned Country, (iii) any person, entity or organization located in, resident in, formed under the laws of, or is owned or controlled or 50% or more owned in by the aggregate by or is acting on behalf government of, one any Sanctioned Country, or more individuals (iv) any person, entity or entities that are currently the organization made subject of any sanctions administered or enforced by the United States Government, including, without limitation, the list of Specially Designated Nationals (including any administered or enforced by “SDN List”) of the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce(“OFAC”), or by the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) Treasury, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) and the Company will (either not directly or through the Trust Account), directly or indirectly, indirectly use the proceeds of the Offeringthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, or any joint venture partner or other individual person or entity entity, for the purpose of financing the activities of or business with any person, or in any country or territory, that currently is the subject to any U.S. sanctions administered by OFAC or in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the Offering, transaction whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has ) of U.S. sanctions administered by OFAC; (B) engaged in any dealings transfers of goods, technologies or transactions with services (including financial services) that may assist the governments of Sanctioned Countries or for facilitate money laundering or other activities proscribed by United States laws, rules or regulations; (C) is a person, entity or organization currently the benefit subject of a Sanctioned Personany Sanctions; or (D) located, organized or with or resident in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the Company, Company nor, to the knowledge of the Company, the Sponsor nor Sponsor, any director, director nominee, executive officer, agent, employee or controlled affiliate of the Company or any director, officer, agent, employee or controlled affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither None of the Company, any of the Subsidiaries or any officer or director of either the Company or any Subsidiary, nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee employee, affiliate or affiliate person acting on behalf of the Company or any director, officer, agent, employee or affiliate of the Sponsor Subsidiaries is or has been (A) engaged in any services (including financial services), transfers of goods, software, or technology, or any other business activity related to (i) isCuba, or is controlled or 50% or more owned in the aggregate by or is acting on behalf ofIran, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the TreasuryNorth Korea, Sudan, Syria, the U.S. Department Crimea region of State Ukraine claimed by Russia or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or any other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”), (ii) or the government of any Sanctioned Country, (iii) any person, entity or organization located in, resident in, formed under the laws of, or owned or controlled by the government of, any Sanctioned Country, or (iv) any person, entity or organization made subject of any sanctions administered or enforced by the United States Government, including, without limitation, the list of Specially Designated Nationals (“SDN List”) of the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), or by the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”) and the Company will (either not directly or through the Trust Account), directly or indirectly, indirectly use the proceeds of the Offeringthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, or any joint venture partner or other individual person or entity entity, for the purpose of financing the activities of or business with any person, or in any country or territory, that currently is the subject to any U.S. sanctions administered by OFAC or in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the Offering, transaction whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has ) of U.S. sanctions administered by OFAC; (B) engaged in any dealings transfers of goods, technologies or transactions with services (including financial services) that may assist the governments of Sanctioned Countries or for facilitate money laundering or other activities proscribed by United States laws, rules or regulations; (C) is a person, entity or organization currently the benefit subject of a Sanctioned Personany Sanctions; or (D) located, organized or with or resident in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the CompanyCompany nor any of its subsidiaries, nor, to the knowledge of the Company, after due inquiry, any directors or officers, employees, agents, or affiliates (as such term is defined in Rule 501(b) of the Sponsor nor any director, director nominee, executive officer, agent, employee Securities Act) or affiliate other person acting on behalf of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or its subsidiaries is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject or the target of any sanctions administered or enforced by the United States U.S. Government, (including any administered or enforced by including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or the Bureau of Industry and Security of the U.S. Department of Commerce“blocked person”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) (“HMT”), or other relevant applicable sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is, or whose government is, is the subject or the target of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) ); and the Company will (either not directly or through the Trust Account), directly or indirectly, indirectly use the proceeds of the Offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual person or entity (i) to fund or facilitate any activities of, or business with, any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of, or business in, any Sanctioned Country or (iii) in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the Offeringtransaction, whether as underwriter, advisor, investor or otherwise)) of Sanctions. In For the preceding three past five years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or for transaction is or was the benefit subject or the target of a Sanctioned Person, Sanctions or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the Company, the Sponsor, any director, director nominee, executive officer, employee nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee affiliate or affiliate other person acting on behalf of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the Company, the Sponsor, any director, director nominee, executive officer, or employee of the Company, nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the CompanyBorrower hereby represents, norwarrants and covenants that neither Borrower, to the knowledge nor any Guarantor, or Key Principal or any of their Affiliates and their respective directors, officers, employees, agents and representatives is (or will be) a person with whom Lender is restricted from doing business under regulations of the CompanyOffice of Foreign Asset Control (“OFAC”) of the Department of the Treasury of the United States of America (including, those Persons named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order (including, the Sponsor September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and shall not engage in any dealings or transactions or otherwise be associated with such persons. In addition, Borrower hereby covenants to provide Lender with any additional information that Lender deems necessary from time to time in order to ensure compliance with all applicable laws concerning money laundering and similar activities. Neither Borrower, nor any directorGuarantor, director nominee, executive officer, agent, employee or affiliate of the Company Principal or any directorof their Affiliates or any of their respective directors, officerofficers, agentemployees, employee or affiliate of the Sponsor (i) agents and representatives is a Person that is, or is owned or controlled or 50% or more owned in by Persons that are: (i) the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject subject/target of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the TreasuryOFAC, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce)State, the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s 's Treasury of the United Kingdom) or other relevant sanctions authority (collectively, collectively “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is or located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) Sanctions. The Borrower will (either directly or through the Trust Account)not, directly or indirectly, use all or any portion of the proceeds of the OfferingLoan, or lend, contribute or otherwise make available such proceeds to any subsidiaryAffiliate, joint venture partner or other individual Person, (i) to fund any activities or entity business of or with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions, or (ii) in any other manner that would result in a violation of Sanctions by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the Offering, Loan whether as administrative agent, arranger, issuing bank, lender, underwriter, advisor, investor investor, or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the Company, Company nor any of its subsidiaries nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor its subsidiaries (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one an individual or more individuals or entities entity that are is currently the subject of to any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the TreasuryTreasury Department, the U.S. Department of State State, or the Bureau of Industry and Security of the U.S. Department of Commerce, and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, a member state of the European Union United Kingdom (including sanctions administered or enforced by Her Majesty’s Treasury of the United KingdomTreasury) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory territory, including, without limitation, Crimea, Cuba, Iran, North Korea and Syria (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account)will, directly or indirectly, use the proceeds of the Offeringthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity (a) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (b) to fund or facilitate any activities of or business in any Sanctioned Country, or (c) in any other manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offeringoffering, whether as underwriter, advisor, investor or otherwise). In For the preceding three past five years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or for transaction is or was the benefit subject or the target of a Sanctioned Person, Sanctions or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the Company, northe Sponsor, any director, director nominee, officer or employee of the Company, nor to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee agent or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the Company, Company nor any of its Subsidiaries nor, to the knowledge Knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate Affiliate of the Sponsor Company or any of its Subsidiaries (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of to any sanctions administered or enforced by the United States (U.S. government, including any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury, (“OFAC”) or the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce)State, the United Nations Security Council, the European Union, a member state of or the European Union United Kingdom (including sanctions administered or enforced controlled by Her His Majesty’s Treasury of the United KingdomTreasury) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” ”) or other relevant sanctions authority, and each such person, a “Sanctioned Person”), (ii) will use the proceeds of this offering, directly or indirectly, to fund or facilitate the activities of any Sanctioned Persons or entity or any country, region or territory that is, at the time of such funding or facilitation, subject to Sanctions or any person or entity located in a country, region or territory subject to Sanctions (including any administered or enforced by OFAC or the U.S. Department of State), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by His Majesty’s Treasury). Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its Subsidiaries, is a Person that is, or is 50% or more owned or otherwise controlled by a Person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country country, region or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country country, region or territory (including at the time of this agreement, Cuba, Iran, North Korea, Syria and Crimea) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is The Company and its Subsidiaries have not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned PersonPersons, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor of its Subsidiaries have any plans to engage in dealings deal or transactions transact with or for the benefit of a Sanctioned PersonPersons, or with or in a Sanctioned CountryCountries.

OFAC. Neither the Company, the Sponsor nor any director, director nominee, or executive officer of the Company, nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any the Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the Company, Company nor any of its subsidiaries nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor its subsidiaries (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account)will, directly or indirectly, use the proceeds of the Offeringthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could reasonably be expected to result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offeringoffering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the Company, the Sponsor, any director or executive officer nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the Company, Company nor any of its Subsidiaries nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, agent or employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor its Subsidiaries (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of to any sanctions administered or enforced imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the TreasuryTreasury Department, the U.S. Department of State State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of or the European Union United Kingdom (including sanctions administered or enforced controlled by Her Majesty’s Treasury of the United KingdomTreasury) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Sanction Persons” and each such person, a “Sanctioned Person”), ) or (ii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person in any manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as advisor, investor or otherwise). Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, or employee of the Company or any of its Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (including without limitation Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither Neither the Company nor any Sponsor of its Subsidiaries has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 three years, nor does the Company or any Sponsor its Subsidiaries have any plans to engage in any dealings or transactions with or for the benefit of a Sanctioned PersonPersons, or with or in a Sanctioned CountryCountries.

OFAC. Neither the Company, Company nor any of its Subsidiaries nor, to the knowledge Knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate Affiliate of the Sponsor Company or any of its Subsidiaries (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of to any sanctions administered or enforced by the United States (U.S. government, including any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury, (“OFAC”) or the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce)State, the United Nations Security Council, the European Union, a member state of or the European Union United Kingdom (including sanctions administered or enforced controlled by Her Majesty’s Treasury of the United KingdomTreasury) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” ”) or other relevant sanctions authority, and each such person, a “Sanctioned Person”), (ii) will use the proceeds of this offering, directly or indirectly, to fund or facilitate the activities of any Sanctioned Persons or entity or any country, region or territory that is, at the time of such funding or facilitation, subject to Sanctions or any person or entity located in a country, region or territory subject to Sanctions (including any administered or enforced by OFAC or the U.S. Department of State), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury). Neither the Company nor any of its subsidiaries nor, to the Knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country country, region or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country country, region or territory (including at the time of this agreement, Cuba, Iran, North Korea, Syria and Crimea) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is The Company and its Subsidiaries have not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned PersonPersons, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor of its subsidiaries have any plans to engage in dealings deal or transactions transact with or for the benefit of a Sanctioned PersonPersons, or with or in a Sanctioned CountryCountries.

OFAC. Neither the Company, Company nor, to the knowledge of the Company, the Sponsor nor Sponsor, any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the Company, nor, to the knowledge Company nor any of the Companyits Subsidiaries (collectively, the Sponsor “Entity”), nor any director, director nomineeofficer, executive officerany employee, agent, employee affiliate or affiliate representative of the Company or any directordirector or officer of any Subsidiary, officer, agent, employee or affiliate of the Sponsor (i) is a Person that is, or is owned or controlled or 50% or more owned in the aggregate by or a Person that is acting on behalf of, one or more individuals or entities that are currently (i) the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce“OFAC”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her His Majesty’s Treasury of the United Kingdom) Treasury, or other relevant sanctions authorities, including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List or OFAC’s Foreign Sanctions Evaders List or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor (ii) is located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings with that country or territory (collectivelyincluding, without limitation, the so-called Donetsk People’s Republic, or so-called Luhansk People’s Republic and the Crimea region of the Ukraine, Russia, Cuba, Iran, North Korea, Sudan and Syria (the “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) )). The Entity will (either directly or through the Trust Account)not, directly or indirectly, use the proceeds from the sale of the OfferingShares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual Person (a) to fund or entity facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country, or (b) in any other manner that would will result in a violation of Sanctions by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the Offeringtransactions contemplated by the Transaction Documents, whether as underwriter, advisor, investor or otherwise). In the preceding three yearsThe Entity has not engaged in, except as has been disclosed to the Underwriters or and is now not material to the analysis under any Sanctionsengaged in, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned any Person, or with in any country or in a Sanctioned Countryterritory, in that at the preceding 3 years, nor does time of the Company dealing or any Sponsor have any plans to engage in dealings transaction is or transactions with was the subject of Sanctions or for the benefit of a Sanctioned Person, or with or in was a Sanctioned Country.

OFAC. Neither the Company, The Company is not nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, agent or employee or affiliate of the Sponsor Company (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of to any sanctions administered or enforced imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the TreasuryTreasury Department, the U.S. Department of State State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of or the European Union United Kingdom (including sanctions administered or enforced controlled by Her Majesty’s Treasury of the United KingdomTreasury) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Sanction Persons” and each such person, a “Sanctioned Person”), ) or (ii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person in any manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise). The Company is not nor, to the knowledge of the Company, any director, officer, agent, or employee of the Company or any of its subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except Except as has been disclosed to the Underwriters Purchasers or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has not engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in increase its dealings or transactions with or for the benefit of a Sanctioned PersonPersons, or with or in a Sanctioned CountryCountries.

OFAC. Neither None of the CompanySelling Shareholder nor any of its subsidiaries, nor, to the knowledge of the CompanySelling Shareholder’s knowledge, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee employee, or affiliate of the Sponsor (i) is, Selling Shareholder or any of its subsidiaries is controlled a Person that is currently subject to any Sanctions nor is the Selling Shareholder or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject any of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is its subsidiaries located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” Comprehensive Sanctions; and each, a “Sanctioned Country”) or (iii) the Selling Shareholder will (either directly or through the Trust Account)not, directly or indirectly, use the proceeds of the Offering, offering of the Securities or lend, contribute or otherwise make available such proceeds to any subsidiarysubsidiaries, joint venture partner partners or other individual Person, (i) to fund any activities of or entity business with any Person that, at the time of such funding, is the subject of Sanctions, or is in the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Kherson and Zaporizhzhia regions of Ukraine, Cuba, Iran, Syria, North Korea (each a “Sanctioned Country”), or in any other country or territory, that, at the time of such funding, is the subject of Comprehensive Sanctions or (ii) in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the Offeringissuance and the offering of the Securities, whether as underwriter, initial purchaser, advisor, investor or otherwise)) of Sanctions. In For the preceding three past five years, except as has been disclosed the Selling Shareholder and its subsidiaries have not knowingly engaged in, and are not currently knowingly engaged in, any transactions or dealings with any Person that, at the time of such dealing or transaction, is or was subject to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, Sanctions or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company any country or any Sponsor have any plans territory that is or was subject to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned CountrySanctions.

OFAC. Neither the Company, Company nor any of its Subsidiaries are nor, to the knowledge Knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, agent or employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor its Subsidiaries (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of to any sanctions administered or enforced imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the TreasuryTreasury Department, the U.S. Department of State State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of or the European Union United Kingdom (including sanctions administered or enforced controlled by Her Majesty’s Treasury of the United KingdomTreasury) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Sanction Persons” and each such person, a “Sanctioned Person”), ) or (ii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person in any manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither the Company nor any of its Subsidiaries is nor, to the Knowledge of the Company, any director, officer, agent, or employee of the Company or any of its Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the The Company nor any Sponsor has of its Subsidiaries have engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor (on a consolidated basis) have any plans to engage in increase its dealings or transactions with or for the benefit of a Sanctioned PersonPersons, or with or in a Sanctioned CountryCountries.

OFAC. Neither the Company, Company nor any of its Subsidiaries nor, to the knowledge Knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate Affiliate of the Sponsor Company or any of its Subsidiaries (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of to any sanctions administered or enforced by the United States (U.S. government, including any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury, (“OFAC”) or the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce)State, the United Nations Security Council, the European Union, a member state of or the European Union United Kingdom (including sanctions administered or enforced controlled by Her Majesty’s Treasury of the United KingdomTreasury) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” ”) or other relevant sanctions authority, and each such person, a “Sanctioned Person”), (ii) will use the proceeds of this offering, directly or indirectly, to fund or facilitate the activities of any Sanctioned Persons or entity or any country, region or territory that is, at the time of such funding or facilitation, subject to Sanctions or any person or entity located in a country, region or territory subject to Sanctions (including any administered or enforced by OFAC or the U.S. Department of State), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury). Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its Subsidiaries, is a Person that is, or is 50% or more owned or otherwise controlled by a Person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country country, region or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country country, region or territory (including at the time of this agreement, Cuba, Iran, North Korea, Syria and Crimea) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is The Company and its Subsidiaries have not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned PersonPersons, or with or in a Sanctioned Country, in the preceding 3 three years, nor does the Company or any Sponsor of its Subsidiaries have any plans to engage in dealings deal or transactions transact with or for the benefit of a Sanctioned PersonPersons, or with or in a Sanctioned CountryCountries.

OFAC. Neither the Company, Company nor any of its Subsidiaries nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, agent or employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor its Subsidiaries (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of to any sanctions administered or enforced imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the TreasuryTreasury Department, the U.S. Department of State State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of or the European Union United Kingdom (including sanctions administered or enforced controlled by Her Majesty’s Treasury of the United KingdomTreasury) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Sanction Persons” and each such person, a “Sanctioned Person”), ) or (ii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person in any manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, or employee of the Company or any of its Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither Neither the Company nor any Sponsor of its Subsidiaries has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 three years, nor does the Company or any Sponsor its Subsidiaries have any plans to engage in increase their respective dealings or transactions with or for the benefit of a Sanctioned PersonPersons, or with or in a Sanctioned CountryCountries.

OFAC. Neither the Company, Company nor any of its subsidiaries nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee employee, affiliate or affiliate other person acting on behalf of the Sponsor Company or any of its subsidiaries (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one an individual or more individuals or entities entity that are is currently the subject or the target of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union United Kingdom (including sanctions administered or enforced by Her His Majesty’s Treasury of the United KingdomTreasury) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject or the target of Sanctions that broadly prohibit dealings with that country or territory (collectively, the “Sanctioned Countries” and each”), a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account)will, directly or indirectly, use the proceeds of the Offeringthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity (x) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions; (y) to fund or facilitate any activities of or business in any Sanctioned Country; or (z) in any other manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offeringoffering, whether as underwriter, advisor, investor or otherwise). In The Company and its subsidiaries (as of the preceding three yearsdate hereof) have not knowingly engaged in, except as has been disclosed to the Underwriters or is are not material to the analysis under any Sanctions, neither the Company nor any Sponsor has now knowingly engaged in and will not knowingly engage in any dealings or transactions with any person that at the time of the dealing or for transaction is or was the benefit subject or the target of a Sanctioned Person, Sanctions or with or in a any of the Sanctioned CountryCountries, in the preceding 3 years, nor does the Company each case if such dealing or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Countrytransaction is prohibited by law.

OFAC. Neither Each of Landlord and Tenant certifies, represents, warrants and covenants (the Companyparty so certifying, norrepresenting, warranting and covenanting is referred to herein as the “Certifying Party”) to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor other that: (i) isThe Certifying Party is not acting and will not act, directly or indirectly, for or on behalf of any person, group, entity, or is controlled nation named by any Executive Order or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including Treasury Department as a terrorist, “Specially Designated National and Blocked Person”, or other banned or blocked person, entity, nation or transaction pursuant to any law, order, rule, or regulation that is enforced or administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the TreasuryControl; and (ii) The Certifying Party is not engaged in this transaction, the U.S. Department of State directly or the Bureau of Industry and Security of the U.S. Department of Commerce)indirectly on behalf of, the United Nations Security Councilor instigating or facilitating this transaction, the European Uniondirectly or indirectly on behalf of, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each any such person, a “Sanctioned Person”)group, (ii) is located, organized entity or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or nation. (iii) will Without limiting the foregoing, the Certifying Party is not, and the entities or individuals constituting the Certifying Party or which may own or control the Certifying Party or which may be owned or controlled by the Certifying Party are not, among the individuals or entities identified on any list compiled pursuant to Executive Order 13224 for the purpose of identifying suspected terrorists. Each of Landlord and Tenant hereby agrees to defend (either directly or through with counsel reasonably acceptable to the Trust Accountindemnified party), directly indemnify and hold harmless the other party (and as to landlord as the indemnified party, Landlord’s designated property management company), and their respective partners, members, affiliates and subsidiaries, and all of their respective officers, trustees, directors, shareholders, employees, servants, partners, representatives, insurers and agents from and against any and all claims arising from or indirectly, use related to any such breach the proceeds indemnifying party of the Offeringforegoing certifications, or lendrepresentations, contribute or otherwise make available such proceeds warranties and covenants. In connection with the foregoing, it is expressly understood and agreed that (x) any breach by Tenant of the foregoing representations and warranties shall be a default by Tenant under ARTICLE 24 above and that, as to any subsidiary, joint venture partner or other individual or entity in any manner that such breach which would result in any material liability to Landlord which would not be discharged by a violation cure by Tenant in accordance with ARTICLE 24, no cure period for such default shall be applicable, and (y) the representations and warranties contained in this clause S and the indemnity set forth herein shall be continuing in nature and shall survive the expiration or earlier termination of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Countrythis Lease.

OFAC. Neither the CompanyCompany nor the Sponsor, nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Union, Her Majesty’s Treasury of the United Kingdom) Kingdom or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In Each of the Company and the Sponsor is not engaged in, has not in the preceding three yearsfive (5) years engaged in, except as has been disclosed to the Underwriters or is and will not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged engage in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither The Company and the Company, Surviving Entity are not nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, agent or employee or affiliate of the Sponsor Company and the Surviving Entity (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of to any sanctions administered or enforced imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the TreasuryTreasury Department, the U.S. Department of State State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of or the European Union United Kingdom (including sanctions administered or enforced controlled by Her Majesty’s Treasury of the United KingdomTreasury) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Sanction Persons” and each such person, a “Sanctioned Person”), ) or (ii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person in any manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise). The Company and the Surviving Entity are not nor, to the knowledge of the Company, any director, officer, agent, or employee of the Company or any of its subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except Except as has been disclosed to the Underwriters Purchasers or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has and the Surviving Entity have not engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 three years, nor does the Company or any Sponsor have any plans to engage in increase its dealings or transactions with or for the benefit of a Sanctioned PersonPersons, or with or in a Sanctioned CountryCountries.

OFAC. Neither the Company, the Sponsor, any director, director nominee, executive officer, or employee of the Company, nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee agent or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the CompanyCompany nor the Sponsor, nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither None of the CompanyTransaction Entities, norany of their respective subsidiaries (since becoming a subsidiary of such Transaction Entity) or, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate either of the Company or Transaction Entities, any Predecessor Subsidiary, trustee, director, officer, agent, employee employee, affiliate or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is other person acting on behalf of, one of either of the Transaction Entities or more individuals any of their respective subsidiaries is an individual or entities that are entity (“Person”) currently the subject or target of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of Government, including, without limitation, the U.S. Department of the Treasury, the U.S. Department ’s Office of State or the Bureau of Industry and Security of the U.S. Department of CommerceForeign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) (“HMT”), or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is nor are the Transaction Entities or any of their respective subsidiaries located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings Sanctions. The Company will not directly or indirectly use the proceeds from the sale of the Shares or from the settlement of any Confirmation, as the case may be, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners or other Person, to fund any activities of or business (i) with that any Person, or in any country or territory, that, at the time of such funding, is a designated target of Sanctions, (ii) in or involving a country or territory (collectivelywhich at the time of such funding is the subject of comprehensive country-wide or territory-wide Sanctions, “Sanctioned Countries” and eachother than Iran, a “Sanctioned Country”) or (iii) in any other manner that will result in a violation by any Person (either directly including any Person participating in the transaction, whether as underwriter, advisor, investor or through the Trust Account)otherwise) of Sanctions. The Transaction Entities represent and covenant that, regardless of Sanctions, they will not, directly or indirectly, use the proceeds of the Offeringsale of the Shares or from settlement of any Confirmation, as the case may be, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, to fund any activities of or with business in or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Countryinvolving Iran.

OFAC. Neither the Company, Company nor its consolidated subsidiaries nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee employee, affiliate or affiliate other person acting on behalf of the Sponsor Company or its consolidated subsidiaries (i) isare, or is are controlled or 50% or more owned in the aggregate by or is are acting on behalf of, one an individual or more individuals or entities entity that are is currently the subject or the target of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union United Kingdom (including sanctions administered or enforced by Her His Majesty’s Treasury of the United KingdomTreasury) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is are located, organized or resident in a country or territory that is, or whose government is, the subject or target of Sanctions that broadly prohibit dealings with that country or territory (collectively, the “Sanctioned Countries” and each”), a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account)will, directly or indirectly, use the proceeds of the Offeringthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity (x) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions; (y) to fund or facilitate any activities of or business in any Sanctioned Country; or (z) in any other manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offeringoffering, whether as underwriter, advisor, investor or otherwise). In The Company and its consolidated subsidiaries (as of the preceding three yearsdate hereof) have not knowingly engaged in, except as has been disclosed to the Underwriters or is are not material to the analysis under any Sanctions, neither the Company nor any Sponsor has now knowingly engaged in and will not knowingly engage in any dealings or transactions with any person that at the time of the dealing or for transaction is or was the benefit subject or the target of a Sanctioned Person, Sanctions or with or in a any of the Sanctioned CountryCountries, in the preceding 3 years, nor does the Company each case if such dealing or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Countrytransaction is prohibited by law.

OFAC. Neither the Company, The Company is not nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, agent or employee or affiliate of the Sponsor Company (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of to any sanctions administered or enforced imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the TreasuryTreasury Department, the U.S. Department of State State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of or the European Union United Kingdom (including sanctions administered or enforced controlled by Her Majesty’s Treasury of the United KingdomTreasury) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Sanction Persons” and each such person, a “Sanctioned Person”), ) or (ii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person in any manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise). The Company is not nor, to the knowledge of the Company, any director, officer, agent, or employee of the Company or any of its subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except Except as has been disclosed to the Underwriters Purchasers or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has not engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 three years, nor does the Company or any Sponsor have any plans to engage in increase its dealings or transactions with or for the benefit of a Sanctioned PersonPersons, or with or in a Sanctioned CountryCountries.

OFAC. Neither None of the Company, norTransaction Entities or any of their respective subsidiaries or, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate either of the Company or Transaction Entities, any director, officer, partner, agent, employee employee, affiliate or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is other person acting on behalf of, one of any of the Transaction Entities or more individuals any of their respective subsidiaries is an individual or entities that are entity (“Person”) currently the subject or target of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of Government, including, without limitation, the U.S. Department of the Treasury, the U.S. Department ’s Office of State or the Bureau of Industry and Security of the U.S. Department of CommerceForeign Assets Control (“OFAC”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her His Majesty’s Treasury of the United Kingdom) Treasury, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is nor are the Transaction Entities or any of their respective subsidiaries located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions comprehensive territorial (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Crimea and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, Cuba, Iran, North Korea, and Syria). Each of the Transaction Entities and their respective subsidiaries and, to the knowledge of each of the Transaction Entities, their respective affiliates that broadly prohibit dealings are under the management control of the Transaction Entities or their subsidiaries have instituted and maintain and enforce policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) Sanctions. The Operating Company will (either not directly or through the Trust Account), directly or indirectly, indirectly use the proceeds from the sale of the OfferingSecurities, or lend, contribute or otherwise make available such proceeds to any subsidiarysubsidiaries, joint venture partner partners or other individual Person, to fund any activities of or entity business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the Offeringtransaction, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any ) of Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the Company, Company nor any of its consolidated subsidiaries nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee employee, affiliate or affiliate other person acting on behalf of the Sponsor Company or any of its consolidated subsidiaries (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one an individual or more individuals or entities entity that are is currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union United Kingdom (including sanctions administered or enforced by Her Majesty’s Treasury of the United KingdomTreasury) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, the “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account)will, directly or indirectly, use the proceeds of the Offeringthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offeringoffering, whether as underwriter, advisor, investor or otherwise). In The Company and its consolidated subsidiaries (as of the preceding three yearsdate hereof) have not knowingly engaged in, except as has been disclosed to the Underwriters or is are not material to the analysis under any Sanctions, neither the Company nor any Sponsor has now knowingly engaged in and will not knowingly engage in any dealings or transactions with any person that at the time of the dealing or for transaction is or was the benefit subject or the target of a Sanctioned Person, Sanctions or with or in a any of the Sanctioned CountryCountries, in the preceding 3 years, nor does the Company each case if such dealing or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Countrytransaction is prohibited by law.

OFAC. Neither the CompanyCompany nor the Sponsor, nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters Underwriter or as is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither None of the Company, BIP Entities or their subsidiaries nor, to the knowledge of the CompanyBIP, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee employee, affiliate or affiliate person acting on behalf of the Sponsor a BIP Entity or any subsidiaries of a BIP Entity, is (i) is, currently subject to or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject target of any U.S. sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury(“OFAC”) and including, without limitation, the U.S. Department of State designation as a “specially designated national” or the Bureau of Industry and Security of the U.S. Department of Commerce)“blocked person”, the United Nations Security Council, Council or the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), or (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject or target of Sanctions that broadly prohibit dealings with that country or territory Sanctions, including, without limitation, the Crimean peninsula, Cuba, Iran, North Korea and Syria (collectivelysuch countries, “Sanctioned Countries” ”), and each, a “Sanctioned Country”) or (iii) none of the BIP Entities will (either directly or through the Trust Account), directly or indirectly, indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual person or entity entity, for the purpose of (x) funding or facilitating the activities of any person that, to the knowledge of BIP, is currently the subject or target of Sanctions, (y) funding or facilitating any activities of or business in any manner Sanctioned Country or (z) engaging in any other activity that would will result in a violation of Sanctions by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the Offering, whether as underwriter, advisor, investor or otherwise). In For the preceding three past five years, except as has been disclosed to the Underwriters or is BIP Entities and their subsidiaries have not material to the analysis under any Sanctions, neither the Company nor any Sponsor has knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or for transaction is or was the benefit subject or the target of a Sanctioned Person, Sanctions or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the Company, northe Sponsor, any director, director nominee, officer or employee of the Company, nor to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee agent or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), ; (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) ); or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the Company, Company nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, agent or employee or affiliate of the Sponsor Company (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of to any sanctions administered or enforced imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the TreasuryTreasury Department, the U.S. Department of State State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of or the European Union United Kingdom (including sanctions administered or enforced controlled by Her Majesty’s Treasury of the United KingdomTreasury) or other relevant sanctions authority (such sanctions, collectively, “Sanctions” and such persons, collectively, “Sanctioned Sanction Persons” and each such person, a “Sanctioned Person”), ) or (ii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person in any manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as underwriter, advisor, Purchaser or otherwise). Neither the Company nor, to the knowledge of the Company, any director, officer, agent, or employee of the Company is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (x) the subject of any Sanctions; or (y) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except Except as has been disclosed to the Underwriters Purchasers, or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has not engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 three years, nor does the Company or any Sponsor have any plans to engage in increase its dealings or transactions with or for the benefit of a Sanctioned Person, Persons or with or in a Sanctioned CountryCountries.

OFAC. (A) Neither the CompanyCompany nor any of its subsidiaries, nor any of their directors, officers or employees, nor, to the knowledge of the Company’s knowledge, the Sponsor nor any director, director nominee, executive officer, agent, employee affiliate or affiliate representative of the Company or any directorits subsidiaries, officer, agent, employee is an individual or affiliate of the Sponsor (i) entity that is, or is owned or controlled by an individual or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities entity that are currently is: (1) the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce)Control, the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) Treasury, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor (ii2) is located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings with that country or territory (collectivelyincluding, “Sanctioned Countries” without limitation, the Crimea Region of the Ukraine, Cuba, Iran, Libya, North Korea, Sudan and each, a “Sanctioned Country”Syria). (B) or (iii) will (either directly or through Neither the Trust Account)Company nor any of its subsidiaries will, directly or indirectly, use the proceeds of the Offeringoffering, or lend, contribute or otherwise make available such proceeds to any subsidiaryof its subsidiaries, joint venture partner or other individual or entity: (1) to fund or facilitate any activities or business of or with any individual or entity or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (2) in any other manner that would will result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, by any individual or entity (including any individual or entity participating in the Offeringoffering, whether as underwriter, advisor, investor or otherwise). In . (C) For the preceding three past five years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor of its subsidiaries, whether or not currently existing, has knowingly engaged in in, and is not now knowingly engaged in, any dealings or transactions with any individual or for the benefit of a Sanctioned Personentity, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (D) Neither the Company, nor any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, employee, agent, affiliate, joint venture partner or other person associated with or in a Sanctioned Country, in the preceding 3 years, nor does acting on behalf of the Company or its subsidiaries has engaged in activities sanctionable under the Iran Sanctions Act, the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for the Fiscal Year 2012, the National Defense Authorization Act for the Fiscal Year 2013, Executive Order Nos. 13628, 13622, and 13608, or any Sponsor have any plans other U.S. economic sanctions relating to Iran (collectively, the “Iran Sanctions”); and the Company and its subsidiaries will not engage in dealings any activities or transactions with or for business that would subject it to sanction under the benefit of a Sanctioned Person, or with or in a Sanctioned CountryIran Sanctions.

OFAC. Neither None of the CompanyOperating Partnership, norany of the Guarantors, any of their respective subsidiaries (since becoming a subsidiary of the Operating Partnership or any of the Guarantors, as applicable) or, to the knowledge of the CompanyOperating Partnership and any of the Guarantors, the Sponsor nor any Predecessor Subsidiary or any director, director nominee, executive officer, agent, employee or affiliate of the Company or any directortrustee, officer, agent, employee employee, affiliate or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is other person acting on behalf ofof the Operating Partnership, one any of the Guarantors or more individuals any of their respective subsidiaries is an individual or entities that are entity (“Person”) currently the subject or target of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of Government, including, without limitation, the U.S. Department of the Treasury, the U.S. Department ’s Office of State or the Bureau of Industry and Security of the U.S. Department of CommerceForeign Assets Control (“OFAC”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her His Majesty’s Treasury of the United Kingdom) Treasury, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) nor is the Operating Partnership, any of the Guarantors or any of their respective subsidiaries located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) Sanctions. Neither the Operating Partnership nor any Guarantor will (either directly or through the Trust Account), directly or indirectly, indirectly use the proceeds from the sale of the OfferingSecurities, or lend, contribute or otherwise make available such proceeds to any subsidiarysubsidiaries, joint venture partner partners or other individual Person, to fund any activities of or entity business (i) with any Person, or in any country or territory, that, at the time of such funding, is a designated target of Sanctions, (ii) in or involving a country or territory which at the time of such funding is the subject of comprehensive country-wide or territory-wide Sanctions or (iii) in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the Offeringtransaction, whether as underwriter, advisor, investor or otherwise)) of Sanctions. In Neither the preceding three yearsOperating Partnership, except any of the Guarantors, any of their respective subsidiaries (since becoming a subsidiary of the Operating Partnership or any of the Guarantors, as has been disclosed applicable) or, to the Underwriters or is not material to knowledge of the analysis under Operating Partnership and any Sanctionsof the Guarantors, neither the Company nor any Sponsor Predecessor Subsidiary has engaged in any dealings or transactions with or for the benefit of a Sanctioned PersonPerson that is the subject of Sanctions, or with or in a Sanctioned Countrycountry or territory that is the subject of Sanctions, in the preceding 3 three years, nor does the Company Operating Partnership, any of the Guarantors or any Sponsor of their respective subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned PersonPerson that is the subject of Sanctions, or with or in a Sanctioned Countrycountry or territory that is the subject of Sanctions.

OFAC. Neither the CompanyCompany nor the Sponsor, nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s 's Treasury of the United Kingdom) Kingdom or other relevant sanctions authority (collectively, “"Sanctions” " and such persons, “"Sanctioned Persons” " and each such person, a “"Sanctioned Person”"), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “"Sanctioned Countries” " and each, a “"Sanctioned Country”") or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three yearsSince its incorporation or formation, as applicable, except as has been disclosed to the Underwriters Underwriter or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any the Sponsor have has any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. (i) Neither the CompanyCompany nor any Subsidiary (collectively, the “Entity”), director, or officer, nor, to the knowledge of the Company’s knowledge, the Sponsor nor any director, director nominee, executive officeremployee, agent, employee affiliate or affiliate representative of the Company Entity, is a government, individual, or any directorentity (in this paragraph (vv), officer, agent, employee or affiliate of the Sponsor (i“Person”) that is, or is owned or controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities a Person that are currently is: (a) the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce(“OFAC”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her His Majesty’s Treasury of the United Kingdom) Treasury, or other relevant sanctions authority authority, including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List or OFAC’s Foreign Sanctions Evaders List (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor (iib) is located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings with that country or territory (collectivelyincluding, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, and Syria) (the “Sanctioned Countries” ”). (ii) The Entity represents and each, a “Sanctioned Country”) or (iii) covenants that it will (either directly or through the Trust Account)not, directly or indirectly, knowingly use the proceeds of the Offeringoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual Person: (a) to fund or entity facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (b) in any other manner that would will result in a violation of Sanctions by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the Offeringoffering, whether as underwriter, advisor, investor or otherwise). In the preceding three years. (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has been disclosed to the Underwriters or not knowingly engaged in and is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has now knowingly engaged in any dealings dealing or transactions with or for the benefit of a Sanctioned any Person, or with in any country or in a Sanctioned Countryterritory, in that at the preceding 3 years, nor does time of the Company dealing or any Sponsor have any plans to engage in dealings transaction is or transactions with was the subject of Sanctions or for the benefit of a Sanctioned Person, is or with or in was a Sanctioned Country.

OFAC. (i) Neither the CompanyCompany nor any Subsidiary (collectively, the “Entity”) nor, to the knowledge of the Company’s knowledge, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, employee, agent, employee affiliate or affiliate representative of the Sponsor Entity, is a government, individual, or entity (iin this paragraph (ss), “Person”) that is, or is owned or controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities a Person that are currently is: (a) the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce(“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, a member state of the European Union (including sanctions administered or enforced by “EU”), Her Majesty’s Treasury of the United Kingdom) (“HMT”), or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor (iib) is located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings with that country or territory a U.S. government embargo (collectivelyincluding, “Sanctioned Countries” without limitation, Cuba, Iran, North Korea, Sudan, Syria, the so-called Donetsk People’s Republic, the so-called Lugansk Republic and each, a “Sanctioned Country”the Crimea Republic of Ukraine). (ii) or (iii) The Entity will (either directly or through the Trust Account)not, directly or indirectly, knowingly use the proceeds of the Offeringoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual Person: (a) to fund or entity facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that would will result in a violation of Sanctions by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the Offeringoffering, whether as underwriter, advisor, investor or otherwise). In the preceding three years. (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past five (5) years, it has been disclosed to the Underwriters or not knowingly engaged in and is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has now knowingly engaged in any dealings dealing or transactions with or for the benefit of a Sanctioned any Person, or with in any country or in a Sanctioned Countryterritory, in that at the preceding 3 years, nor does time of the Company dealing or transaction is or was the subject of Sanctions or any Sponsor have any plans to engage in dealings country or transactions with territory that, at the time of the dealing or for transaction is or was the benefit subject of a Sanctioned Person, or with or in a Sanctioned CountryU.S. government embargo.

OFAC. Neither the Company, Company nor, to the knowledge of the Company, the Sponsor nor Sponsor, any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither Neither the Company nor any the Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any the Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the CompanyCompany nor any of its subsidiaries, nor, to the knowledge of the Company, any directors or officers, employees, agents, or affiliates (as such term is defined in Rule 501(b) of the Sponsor nor any director, director nominee, executive officer, agent, employee Securities Act) or affiliate other person acting on behalf of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or its subsidiaries is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject or the target of any sanctions administered or enforced by the United States U.S. Government, (including any administered or enforced by including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or the Bureau of Industry and Security of the U.S. Department of Commerce“blocked person”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) (“HMT”), or other relevant applicable sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is, or whose government is, is the subject or the target of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) ); and the Company will (either not directly or through the Trust Account), directly or indirectly, indirectly use the proceeds of the Offeringoffering of the Depositary Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual person or entity (i) to fund or facilitate any activities of, or business with, any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of, or business in, any Sanctioned Country or (iii) in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the Offeringtransaction, whether as underwriter, advisor, investor or otherwise)) of Sanctions. In For the preceding three past five years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or for transaction is or was the benefit subject or the target of a Sanctioned Person, Sanctions or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither None of the CompanyTransaction Entities, norany of their respective subsidiaries (since becoming a subsidiary of such Transaction Entity) or, to the knowledge of either of the CompanyTransaction Entities, the Sponsor nor any Predecessor Subsidiary or any director, director nominee, executive officer, agent, employee or affiliate of the Company or any directortrustee, officer, agent, employee employee, affiliate or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is other person acting on behalf of, one of either of the Transaction Entities or more individuals any of their respective subsidiaries is an individual or entities that are entity (“Person”) currently the subject or target of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of Government, including, without limitation, the U.S. Department of the Treasury, the U.S. Department ’s Office of State or the Bureau of Industry and Security of the U.S. Department of CommerceForeign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, a member state of the European Union (including sanctions administered or enforced by Her His Majesty’s Treasury of the United Kingdom) (“HMT”), or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is nor are the Transaction Entities or any of their respective subsidiaries located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings Sanctions. The Company will not directly or indirectly use the proceeds from the sale of the Shares or from the settlement of any Confirmation, as the case may be, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners or other Person, to fund any activities of or business (i) with that any Person, or in any country or territory, that, at the time of such funding, is a designated target of Sanctions, (ii) in or involving a country or territory (collectivelywhich at the time of such funding is the subject of comprehensive country-wide or territory-wide Sanctions, “Sanctioned Countries” and eachother than Iran, a “Sanctioned Country”) or (iii) in any other manner that will result in a violation by any Person (either directly including any Person participating in the transaction, whether as underwriter, advisor, investor or through the Trust Account)otherwise) of Sanctions. The Transaction Entities represent and covenant that, regardless of Sanctions, they will not, directly or indirectly, use the proceeds of the Offeringsale of the Shares or from settlement of any Confirmation, as the case may be, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, to fund any activities of or with business in or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Countryinvolving Iran.

OFAC. Neither the CompanyCompany nor any of its subsidiaries, nor, to the knowledge of the Company, after due inquiry, any directors or officers, employees, agents, or affiliates (as such term is defined in Rule 501(b) of the Sponsor nor any director, director nominee, executive officer, agent, employee Securities Act) or affiliate other person acting on behalf of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or its subsidiaries is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject or the target of any sanctions administered or enforced by the United States U.S. Government, (including any administered or enforced by including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or the Bureau of Industry and Security of the U.S. Department of Commerce“blocked person”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her His Majesty’s Treasury of the United Kingdom) Treasury, or other relevant applicable sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is, or whose government is, is the subject or the target of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) ); and the Company will (either not directly or through the Trust Account), directly or indirectly, indirectly use the proceeds of the Offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual person or entity (i) to fund or facilitate any activities of, or business with, any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of, or business in, any Sanctioned Country or (iii) in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the Offeringtransaction, whether as underwriter, advisor, investor or otherwise)) of Sanctions. In For the preceding three past five years, except as has been and unless otherwise disclosed to the Underwriters or is not material to the analysis under any SanctionsOFAC, neither the Company nor any Sponsor has and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or for transaction is or was the benefit subject or the target of a Sanctioned Person, Sanctions or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the CompanyCompany nor the Sponsor, nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or as is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the Company, the Sponsor nor any director, director nominee, or executive officer of the Company, nor, to the knowledge of the Company, the Sponsor nor any directorSponsor, director nominee, executive officer, any agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither (i) The Company represents that, neither the Company nor any Subsidiary (collectively, the “Entity”) or to the Company, nor, to the ’s knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, employee, agent, employee affiliate or affiliate representative of the Sponsor Entity, is a government, individual, or entity (iin this paragraph (tt), “Person”) that is, or is owned or controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities a Person that are currently is: (a) the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce(“OFAC”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) Treasury, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor (iib) is located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria). (ii) The Entity represents and covenants that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) it will (either directly or through the Trust Account)not, directly or indirectly, knowingly use the proceeds of the Offeringoffering, or knowingly lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual Person: (a) to fund or entity facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that would will result in a violation of Sanctions by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the Offeringoffering, whether as underwriter, advisor, investor or otherwise). In the preceding three years. (iii) The Entity represents and covenants that, except as detailed in the Prospectus, for the past 5 years, it has been disclosed to the Underwriters or not knowingly engaged in, is not material to the analysis under any Sanctionsnow knowingly engaged in, neither the Company nor any Sponsor has engaged in and will not engage in, any dealings or transactions with or for the benefit of a Sanctioned any Person, or in any country or territory, that at the time of the dealing or transaction that constituted a violation of Sanctions. (iv) The Entity represents that it has implemented and maintains in effect policies and procedures designed to ensure compliance by the Entity, and the Entity, and to the knowledge of the Company, any Persons, are in compliance with or all applicable Sanctions, and are not knowingly engaged in a Sanctioned Country, any activity that would reasonably be expected to result in the preceding 3 years, nor does Entity being designated as the Company subject or any Sponsor have any plans to engage in dealings or transactions with or for the benefit target of a Sanctioned Person, or with or in a Sanctioned CountrySanctions.

OFAC. Neither the Company, Company nor, to the knowledge of the Company, the Sponsor nor any Sponsor, director, director nominee, executive officer, any agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 three years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the CompanyCompany nor the Sponsor, nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Union, Her Majesty’s Treasury of the United Kingdom) , the Swiss Secretariat of Economic Affairs or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In Each of the Company and the Sponsor is not engaged in, has not in the preceding three yearsfive (5) years engaged in, except as has been disclosed to the Underwriters or is and will not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged engage in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither None of the Company, any of the Subsidiaries or any officer or director of either the Company or any Subsidiary, nor, to the knowledge of the Company, the Sponsor nor after due inquiry, any director, director nominee, executive officer, agent, employee employee, affiliate or affiliate person acting on behalf of the Company or any director, officer, agent, employee or affiliate of the Sponsor Subsidiaries is or has been (A) engaged in any services (including financial services), transfers of goods, software, or technology, or any other business activity related to (i) isCuba, Iran, North Korea, Sudan, Syria or the Crimea region of Ukraine claimed by Russia (“Sanctioned Countries”), (ii) the government of any Sanctioned Country, (iii) any person, entity or organization located in, resident in, formed under the laws of, or is owned or controlled or 50% or more owned in by the aggregate by or is acting on behalf government of, one any Sanctioned Country, or more individuals (iv) any person, entity or entities that are currently the organization made subject of any sanctions administered or enforced by the United States (including any administered or enforced by Government, including, without limitation, the list of Specially Designated Nationals of the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce(“OFAC”), or by the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) Treasury, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) and the Company will (either not directly or through the Trust Account), directly or indirectly, indirectly use the proceeds of the Offeringthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, or any joint venture partner or other individual person or entity entity, for the purpose of financing the activities of or business with any person, or in any country or territory, that currently is the subject to any U.S. sanctions administered by OFAC or in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the Offering, transaction whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has ) of U.S. sanctions administered by OFAC; (B) engaged in any dealings transfers of goods, technologies or transactions with services (including financial services) that may assist the governments of Sanctioned Countries or for facilitate money laundering or other activities proscribed by United States law; (C) is a person, entity or organization currently the benefit subject of a Sanctioned Personany Sanctions; or (D) located, organized or with or resident in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the Company, nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any the Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any the Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither None of the CompanyGroup Companies, any of their subsidiaries, nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or Group Companies, any director, officer, agent, employee employee, affiliate or affiliate person acting on behalf of any of the Sponsor Group Companies (i) has been or is, or is controlled or 50% owned by an individual or more owned in the aggregate entity that has been or is, subject to (A) any trade, economic or military sanctions administered by or is acting on behalf of, one or more individuals or entities that are currently the subject of issued against any sanctions administered or enforced nation by the United States (Nations or any governmental or regulatory authority of the jurisdictions where each of the Group Companies is incorporated or operates including any administered or enforced by the Office of Foreign Assets Control of the U.S. United States Treasury Department of (including but not limited to the Treasury, the U.S. Department of State designation as a “specially designated national or the Bureau of Industry and Security of the U.S. Department of Commerceblocked person” thereunder), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) Kingdom or any other relevant sanctions authority, or any orders or licenses publicly issued under the authority of any of the foregoing, or (B) any sanctions or requirements imposed by, or based upon the obligations or authorizations set forth in, the United States Trading With the Enemy Act, the United States International Emergency Economic Powers Act, the United States United Nations Participation Act, the United States Syria Accountability and Lebanese Sovereignty Act, or the United States Iran Sanctions Act of 2006, all as amended, or any foreign assets control regulations of the United States Treasury Department (including but not limited to 31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) has been or is located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings with that country or territory (collectivelyincluding, “Sanctioned Countries” without limitation, Burma/Myanmar, Cuba, Iran, Libya, North Korea, Sudan and each, a “Sanctioned Country”Syria) or (iii) has violated, will (either directly through its participation in the offering violate or through failed to institute and maintain policies and procedures designed to ensure continued compliance with Sanctions. There have been no transactions or connections between any Group Company, on the Trust Account)one hand, directly or indirectlyand any country, use the proceeds of the Offeringperson, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result countries subject to Sanctions or who perform contracts in a violation support of any Sanctions by, or could result projects in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Personthose countries, or with or in a Sanctioned Country, in on the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Countryother hand.

OFAC. Neither For the past five (5) years, none of the Company, norany of its subsidiaries or, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee employee, affiliate or affiliate representative of the Sponsor Company or any of its subsidiaries is an individual or entity (i) is“Person”), or is controlled or 50% or more than 50 percent owned in the aggregate by or is acting on behalf of, of one or more individuals or entities Persons that are are, currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of Government, including, without limitation, the U.S. Department of the Treasury, the U.S. Department ’s Office of State or the Bureau of Industry and Security of the U.S. Department of CommerceForeign Assets Control (“OFAC”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) Treasury, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) nor is the Company located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, and Syria; and the Company will not directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners or other Person, to fund any activities of its business (i) with that any Person that, at the time of such funding, is a designated subject of Sanctions, (ii) in or involving a country or territory (collectivelywhich at the time of such funding is the subject of comprehensive country-wide or territory-wide Sanctions, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) to its knowledge, in any other manner that will result in a violation by any Person (either directly including any Person participating in the transaction, whether as underwriter, advisor, investor or through the Trust Account)otherwise) of Sanctions. The Company represents and covenants that, regardless of Sanctions, it will not, directly or indirectly, use the proceeds of the Offeringtransaction, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual Person, to fund any activities of or entity business in any manner that would result in a violation of any Sanctions byor involving Cuba or Iran. The aforementioned representation does not prohibit the Company from doing, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed performing any activities or business in or involving Cuba or Iran to the Underwriters or is not material to the analysis under any Sanctions, neither extent the Company nor any Sponsor has engaged in any dealings or transactions with or for is authorized to do so under the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned CountrySanctions and other applicable laws.

OFAC. Neither None of the CompanyCompany or any of its subsidiaries, nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agentemployee, employee agent or affiliate of the Company or any directorof its subsidiaries, officernor, agent, employee or affiliate to the knowledge of the Sponsor (i) isCompany, any other person associated with or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one of the Company or more individuals any of its subsidiaries is currently subject to or entities that are currently the subject target of any sanctions administered or enforced by the United States U.S. Government, (including any administered or enforced by including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the TreasuryTreasury (“OFAC”) and including, without limitation, the U.S. Department of State designation as a “specially designated national” or the Bureau of Industry and Security of the U.S. Department of Commerce“blocked person”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) Treasury, or other relevant applicable sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor is the Company or any subsidiary (iia) is doing business in violation of any Sanctions or (b) located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings with that country or territory the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) ); and neither the Company nor any subsidiary will (either directly or through the Trust Account), directly or indirectly, indirectly use the proceeds of the Offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory in violation of any Sanctions or in a Sanctioned Country, or (ii) in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the Offeringtransaction, whether as underwriter, advisor, investor or otherwise)) of Sanctions. In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither Neither the Company nor any Sponsor of its subsidiaries has knowingly engaged in or is now knowingly engaged in, and will not engage in, any dealings or transactions with any individual or for entity that, at the benefit time of a Sanctioned Personthe dealing or transaction is or was the subject or the target of Sanctions, in violation of such Sanctions or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the Company, Company nor, to the knowledge of the Company, the Sponsor nor any Sponsor, director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or or, 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), ; (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) ); or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds proceeds, to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the CompanyCompany nor any of its subsidiaries, nor, to the knowledge of the Company, , any directors or officers, employees, agents, or affiliates (as such term is defined in Rule 501(b) of the Sponsor nor any director, director nominee, executive officer, agent, employee Securities Act) or affiliate other person acting on behalf of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or its subsidiaries is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject or the target of any sanctions administered or enforced by the United States U.S. Government, (including any administered or enforced by including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or the Bureau of Industry and Security of the U.S. Department of Commerce“blocked person”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) (“HMT”), or other relevant applicable sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is, or whose government is, is the subject or the target of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) ); and the Company will (either not directly or through the Trust Account), directly or indirectly, indirectly use the proceeds of the Offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual person or entity (i) to fund or facilitate any activities of, or business with, any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of, or business in, any Sanctioned Country or (iii) in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the Offeringtransaction, whether as underwriter, advisor, investor or otherwise)) of Sanctions. In For the preceding three past five years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person who, at the time of the dealing or for transaction, and to the benefit knowledge of a Sanctioned Personthe Company, is or was the subject or the target of Sanctions or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the CompanyCompany nor the Sponsor, nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the CompanyCompany nor and of its Subsidiaries, nor any director or officer of the Company or its Subsidiaries nor, to the knowledge of the Company’s Knowledge, the Sponsor nor any director, director nominee, executive officeremployee, agent, employee Affiliate or affiliate other person acting on behalf of the Company or any directorits Subsidiaries, officer, agent, employee or affiliate of the Sponsor is (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject or the target of any sanctions administered or enforced by the United States (including any administered or enforced by U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce)Commerce or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the European Union, His Majesty’s Treasury, the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), or (ii) is located, organized organized, or resident in a country or territory that isis the subject or target of sector-based or comprehensive Sanctions (currently, or whose government isCuba, Iran, North Korea, Syria, Russia, Venezuela, the subject Crimea region of Sanctions that broadly prohibit dealings with that country or territory (collectivelyUkraine, “Sanctioned Countries” the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic, each, a “Sanctioned CountryJurisdiction”) or (iii) ), and the Company will (either directly or through the Trust Account)not, except as authorized under applicable Sanctions, directly or indirectly, indirectly use the proceeds of the Offeringoffering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other individual person or entity in violation of Sanctions (A) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions or (B) in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the OfferingTransaction, whether as underwriter, advisor, investor or otherwise). In the preceding three years, ) of Sanctions; except as has been disclosed to the Underwriters or is not material to the analysis authorized under any applicable Sanctions, neither the Company nor any Sponsor has of its Subsidiaries are engaged in, or have, at any time in the past five years, engaged in, any dealings or transactions with or for involving any individual or entity that was or is, as applicable, at the benefit time of a Sanctioned Personsuch dealing or transaction, the subject or target of Sanctions or with or in a any Sanctioned Country, in the preceding 3 years, nor does Jurisdiction; and the Company or any Sponsor and its Subsidiaries have any plans instituted and maintain policies and procedures designed to engage in dealings or transactions promote and achieve continued compliance with or for the benefit of a Sanctioned Person, or with or in a Sanctioned CountrySanctions.

OFAC. Neither the Company, Company nor any of its Subsidiaries are nor, to the knowledge Knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, agent or employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor its Subsidiaries (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of to any sanctions administered or enforced imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the TreasuryTreasury Department, the U.S. Department of State State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of or the European Union United Kingdom (including sanctions administered or enforced controlled by Her Majesty’s Treasury of the United KingdomTreasury) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Sanction Persons” and each such person, a “Sanctioned Person”), ) or (ii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person in any manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither the Company nor any of its Subsidiaries is nor, to the Knowledge of the Company, any director, officer, agent, or employee of the Company or any of its Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (a) the subject of any Sanctions; or (b) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the The Company nor any Sponsor has of its Subsidiaries have engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor (on a consolidated basis) have any plans to engage in increase its dealings or transactions with or for the benefit of a Sanctioned PersonPersons, or with or in a Sanctioned CountryCountries.

OFAC. Neither None of the Company, any of the Subsidiaries or any officer or director of either the Company or any Subsidiary, nor, to the knowledge of the Company, the Sponsor nor after due inquiry, any director, director nominee, executive officer, agent, employee employee, affiliate or affiliate person acting on behalf of the Company or any director, officer, agent, employee or affiliate of the Sponsor Subsidiaries is or has been (A) engaged in any services (including financial services), transfers of goods, software, or technology, or any other business activity related to (i) isCuba, or is controlled or 50% or more owned in the aggregate by or is acting on behalf ofIran, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the TreasuryNorth Korea, Sudan, Syria, the U.S. Department Crimea region of State Ukraine claimed by Russia or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or any other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions sanctions that broadly prohibit dealings with that country or territory (collectively, “"Sanctioned Countries” " and each, a “"Sanctioned Country”"), (ii) or the government of any Sanctioned Country, (iii) any person, entity or organization located in, resident in, formed under the laws of, or owned or controlled by the government of, any Sanctioned Country, or (iv) any person, entity or organization made subject of any sanctions administered or enforced by the United States Government, including, without limitation, the list of Specially Designated Nationals ("SDN List") of the Office of Foreign Assets Control of the U.S. Treasury Department ("OFAC"), or by the United Nations Security Council, the European Union, Her Majesty's Treasury, or other relevant sanctions authority (collectively, "Sanctions") and the Company will (either not directly or through the Trust Account), directly or indirectly, indirectly use the proceeds of the Offeringthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, or any joint venture partner or other individual person or entity entity, for the purpose of financing the activities of or business with any person, or in any country or territory, that currently is the subject to any U.S. sanctions administered by OFAC or in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the Offering, transaction whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has ) of U.S. sanctions administered by OFAC; (B) engaged in any dealings transfers of goods, technologies or transactions with services (including financial services) that may assist the governments of Sanctioned Countries or for facilitate money laundering or other activities proscribed by United States laws, rules or regulations; (C) is a person, entity or organization currently the benefit subject of a Sanctioned Personany Sanctions; or (D) located, organized or with or resident in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the Company, nor, to the knowledge (i) None of the Company, the Sponsor Subsidiaries, nor any director, director nominee, executive officer, agent, officer or employee or affiliate of the Company nor to the Company’s knowledge any other person acting on their behalf, are currently an individual or any director, officer, agent, employee or affiliate of the Sponsor entity (“Person”) that is: (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States government (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the or U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of CommerceState), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), ) or (ii) is owned or controlled by Persons that are the subject of Sanctions such that, it would be the subject of Sanctions. Neither the Company, nor the Subsidiaries, are located, organized or resident in a country or territory that is, or whose government is, is the subject of comprehensive Sanctions that broadly prohibit dealings with that country or territory (collectivelycurrently, Crimea, Cuba, Iran, North Korea, and Syria) (“Sanctioned Countries” ”). (ii) The Company, and eachthe Subsidiaries, a “Sanctioned Country”) and any director, officers, employees or (iii) to the Company’s knowledge, any other person acting on their behalf, will (either directly or through the Trust Account)not, directly or knowingly indirectly, use the proceeds of the Offeringoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual Person: (i) to fund any activities or entity business of or with any Person that, at the time of such funding, is the subject of Sanctions, in violation of Sanctions; (ii) to fund any activities or business in any Sanctioned Country, in violation of Sanctions; or (iii) in any other manner that would result in a violation of Sanctions by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity person participating in the Offering, transaction whether as underwriterinitial purchaser, advisor, investor or otherwise). (iii) Other than as disclosed in the Registration Statement and the Prospectus, the Company, and the Subsidiaries, have for the past five (5) years been, and currently are, in compliance with all applicable Sanctions and the terms and conditions of the January 23, 2020 Settlement Agreement with OFAC (the “OFAC Settlement”). In The Company and the preceding three yearsSubsidiaries will continue to comply, except as has been disclosed to in all material respects, with the Underwriters or is not material to the analysis under any SanctionsOFAC Settlement, neither and the Company nor any Sponsor has engaged in any dealings or transactions and the Subsidiaries have instituted, maintain, and will continue to maintain policies and procedures reasonably designed to ensure, and which are reasonably expected to ensure, continued compliance with or for all applicable Sanctions and the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned CountryOFAC Settlement.

OFAC. Neither the Company, The Company is not nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, agent or employee or affiliate of the Sponsor Company (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of to any sanctions administered or enforced imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the TreasuryTreasury Department, the U.S. Department of State State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of or the European Union United Kingdom (including sanctions administered or enforced controlled by Her Majesty’s Treasury of the United KingdomTreasury) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Sanction Persons” and each such person, a “Sanctioned Person”), ) or (ii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person in any manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise). The Company is not nor, to the knowledge of the Company, any director, officer, agent, or employee of the Company or any of its subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except Except as has been disclosed to the Underwriters Purchasers or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has not engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in increase its dealings or transactions with or for the benefit of a Sanctioned PersonPersons, or with or in a Sanctioned CountryCountries.

OFAC. Neither None of the Company, norany of the Subsidiaries, or, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, officer or employee or affiliate of the Company or any director, officer, of the Subsidiaries or any agent, employee controlled affiliate or affiliate other person acting on behalf of the Sponsor Company or any of the Subsidiaries is an individual or entity (“Person”), or is owned or controlled by one or more Persons that are, (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject or target of any sanctions administered or enforced by the United States (Government, including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department ’s Office of State or the Bureau of Industry and Security of the U.S. Department of CommerceForeign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) (“HMT”), or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), or (ii) is located, organized or resident in a country or territory that is, or whose government is, is itself the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” Sanctions; and each, a “Sanctioned Country”) or (iii) the Company will (either not directly or through the Trust Account), directly or indirectly, indirectly use the proceeds of the Offeringsale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiarysubsidiaries, joint venture partner partners or other individual Person, to fund any activities of or entity business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions (to the extent that such action would result in the violation by any person (including any person participating in the transaction, whether as underwriter, adviser, investor or otherwise) of Sanctions) or in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the Offeringtransaction, whether as underwriter, advisor, investor or otherwise)) of Sanctions. In the preceding three yearsSince its inception, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor and the Subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, any Sponsor has engaged in any unauthorized dealings or transactions with any Person that at the time of the dealing or for transaction is or was the benefit subject or target of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned CountrySanctions.

OFAC. (i) Neither the Company, nor, to the knowledge Company nor any of the Companyits Subsidiaries (collectively, the Sponsor “Entity”) nor any director, director nomineeofficer or, executive officerto the Company’s knowledge, agentemployee, employee agent or affiliate of the Company or any directorEntity, officeris a government, agent, employee or affiliate of the Sponsor (i) isindividual, or is controlled or 50% or more owned entity (in the aggregate by or is acting on behalf ofthis paragraph (ss), one or more individuals or entities “Person”) that are currently is: (a) the subject of any economic or financial sanctions administered or enforced by the United States (including any administered or enforced by U.S. Department of the Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce(“OFAC”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her His Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority Kingdom (collectively, “Sanctions” and ”), or (b) domiciled, organized or ordinarily resident in a country or territory that is the subject of comprehensive Sanctions broadly prohibiting dealings with, in or involving such personscountry or territory (any such country or territory, a “Sanctioned Persons” and Jurisdiction”), or (c) owned 50% or more, or controlled, by a Person described in the foregoing clause (a) or (b) (each such personPerson described in clause (a), (b) or (c), a “Sanctioned Person”), . (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) The Company will (either directly or through the Trust Account)not, directly or indirectly, knowingly use the proceeds of the Offeringoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual Person: (a) to fund or entity facilitate any activities or business of or with any Sanctioned Person or in any Sanctioned Jurisdiction in violation of applicable Sanctions; or (b) in any other manner that would result in constitute a violation of Sanctions by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity Person participating in the Offeringoffering, whether as underwriter, advisor, investor or otherwise). In the preceding three years. (iii) The Company represents and covenants that, except as disclosed in the Registration Statement and the Prospectus, for the past five (5) years, the Entity has been disclosed to the Underwriters or not knowingly engaged in and is not material to the analysis under any Sanctionsnow knowingly engaged in, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a any Sanctioned Person, or with Person or in a any Sanctioned Country, Jurisdiction in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit violation of a Sanctioned Person, or with or in a Sanctioned Countryapplicable Sanctions.

OFAC. Neither the Company, any of its subsidiaries nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee officer or affiliate agent of the Company or any director, officer, agent, employee of its subsidiaries or affiliate any entity or individual (“Person”) in control of the Sponsor Company, is, (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of CommerceTreasury (“OFAC”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) Treasury, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), or (ii) is located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings with that country or territory (collectivelyincluding, “Sanctioned Countries” without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and each, a “Sanctioned Country”) or (iii) Syria); and the Company will (either directly or through the Trust Account), directly or indirectly, not use the proceeds of the Offeringoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual Person, to fund any activities of or entity business with any Person, in Burma/Myanmar, Cuba, Iran, North Korea, Sudan, or any other country or territory that, at the time of such funding, is the subject of Sanctions, or in any manner that would result in a violation of Sanctions by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the Offeringoffering, whether as underwriter, advisor, investor or otherwise). In Except as otherwise disclosed in the preceding three yearsRegistration Statement, except as has been disclosed to the Underwriters or is not material to General Disclosure Package and the analysis under any SanctionsProspectus, neither the Company, any of its subsidiaries (while a subsidiary) nor, to the knowledge of the Company, any director, officer or agent of the Company nor or any Sponsor has of its subsidiaries or any Person in control of the Company has, within the past five years, (i) engaged in or is currently engaged in any dealings or transactions with or for the benefit of a Sanctioned any Person, or with in any country or territory, that at the time of the dealing or transaction would subject the Company, any of its subsidiaries or any of its directors, officers, agents or entity or Person in control of the Company to Sanctions or (ii) been subject to civil or criminal enforcement for the violation of Sanctions laws. The Company will operate its business in a Sanctioned Countrymanner that is compliant with Sanctions laws from the perspective of the Company, in the preceding 3 yearsits subsidiaries, nor does any director officer or other affiliate or agent of the Company or any Sponsor have of its subsidiaries and/or any plans person participating in the offering, whether as underwriter, advisor, investor or otherwise, and will take such actions as it may be permitted to engage take under law and contract as it may deem necessary or appropriate to avoid violations of Sanctions laws from such various perspectives including, to the extent so necessary, the exercise of its contract rights to reject port calls in dealings or transactions certain locations, including Iran, by its charterers. For purposes of this representation, the representation shall be the Company’s knowledge with or for respect to any asset before the benefit Company’s acquisition of a Sanctioned Person, or with or in a Sanctioned Countrythe asset.

OFAC. (i) Neither the CompanyCompany nor any of its subsidiaries, nor any director or officer of the Company or of any of its subsidiaries, nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor its subsidiaries: (iA) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), , (iiB) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”), or (C) or (iii) will (either directly or through the Trust Account)will, directly or indirectly, use the proceeds of the Offeringthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offeringoffering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither . (ii) Neither the Company nor any Sponsor of its subsidiaries has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 5 years, nor does the Company or any Sponsor of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the CompanyCompany nor any of its subsidiaries, nor any director, officer, or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee affiliate or affiliate other person associated with or acting on behalf of the Company or any director, officer, agent, employee or affiliate of the Sponsor its subsidiaries is (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject or the target of any sanctions administered or enforced by the United States (including any administered or enforced by U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the TreasuryTreasury (“OFAC”), or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the Bureau of Industry and Security of the U.S. Department of Commerce)European Union, His Majesty’s Treasury, the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized organized, or resident in a country or territory that is, or whose government is, is the subject or target of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned CountryJurisdiction”) or (iii) ), and the Company will (either not directly or through the Trust Account), directly or indirectly, indirectly use the proceeds of the Offeringoffering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions or (ii) in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the Offeringtransaction, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any ) of Sanctions, ; neither the Company nor any Sponsor has of its subsidiaries is knowingly engaged in in, or has, at any time since April 24, 2019, knowingly engaged in, any dealings or transactions with or for involving any individual or entity that was or is, as applicable, at the benefit time of a Sanctioned Personsuch dealing or transaction, the subject or target of Sanctions or with or in a any Sanctioned Country, in the preceding 3 years, nor does Jurisdiction; the Company or any Sponsor and its subsidiaries have any plans instituted, and maintain, policies and procedures designed to engage in dealings or transactions promote and achieve continued compliance with or for the benefit of a Sanctioned Person, or with or in a Sanctioned CountrySanctions.

OFAC. Neither the CompanyCompany nor any of its Subsidiaries, nor any director or officer thereof, nor, to the knowledge Company’s Knowledge, any employee, agent, Affiliate or representative of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is a Person that is, or is majority owned or controlled by a Person that is (i) named on the Specially Designated Nationals and Blocked Persons List, the Foreign Sanctions Evaders List, the Sectoral Sanctions Identification List, or 50% or more owned in the aggregate by or is acting on behalf ofany other similar list of sanctioned persons (collectively, one or more individuals or entities that are currently the subject of any sanctions “Sanction Lists”) administered or enforced by the United States (including any administered or enforced by the U.S. Treasury Department’s Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce(“OFAC”), the United Nations Security Council, the European Union, a member state or any similar list of sanctioned persons administered by the European Union (or any individual European Union member state, including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor (ii) is located, organized or resident in a country of Crimea, Donetsk, and Luhansk regions of Ukraine, Cuba, Iran, North Korea, Sudan or territory that isSyria, or whose government is, the subject of Sanctions that broadly prohibit dealings with that any other country or territory (each a “Sanction Country” and collectively, “Sanctioned Sanction Countries” and each, a “Sanctioned Country”) or (iii) will (either directly territory embargoed or through subject to substantial trade restrictions by the Trust Account)United States, the European Union or any individual European Union member state, including the United Kingdom. Neither the Company nor any of its Subsidiaries will, directly or indirectly, use the proceeds from the sale of the OfferingShares under this Agreement, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other individual Person (a) to fund or entity facilitate any activities or business of or with any Person or any Sanctioned Country, or (b) in any other manner that would will result in a violation of Sanction Lists by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the Offeringoffering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither Neither the Company nor any Sponsor has of its Subsidiaries have knowingly engaged in in, or are now knowingly engaged in, any dealings or transactions with any Person that at the time of the dealing or for transaction is or was the benefit subject of Sanction Lists or a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Sanction Country.

OFAC. Neither the Company, The Company is not nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, agent or employee or affiliate of the Sponsor Company (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of to any sanctions administered or enforced imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the TreasuryTreasury Department, the U.S. Department of State State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of or the European Union United Kingdom (including sanctions administered or enforced controlled by Her Majesty’s Treasury of the United Kingdom's Treasury) or other relevant sanctions authority (collectively, “"Sanctions” " and such persons, “Sanctioned "Sanction Persons” and each such person, a “Sanctioned Person”), ") or (ii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person in any manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise). The Company is not nor, to the knowledge of the Company, any director, officer, agent, or employee of the Company or any of its subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “"Sanctioned Countries” " and each, a “"Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise"). In the preceding three years, except Except as has been disclosed to the Underwriters Purchasers or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has not engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in increase its dealings or transactions with or for the benefit of a Sanctioned PersonPersons, or with or in Sanctioned Countries. 4.33 No Disqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company 11 participating in the offering hereunder, or, to the knowledge of the Company, any beneficial owner of 20% or more of the Company's outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an "Issuer Covered Person" and, together, "Issuer Covered Persons") is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a Sanctioned Country"Disqualification Event"), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder.

OFAC. Neither (A) None of the Company, norany of its subsidiaries or, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee employee, affiliate or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is other person acting on behalf of, one of the Company or more individuals any of its subsidiaries is (A) an individual or entities that are entity (a “Person”) currently the subject or target of any sanctions administered or enforced by the United States (including any administered or enforced by Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, or the U.S. Department of State including, without limitation, the designation as a “specially designated national” or the Bureau of Industry and Security of the U.S. Department of Commerce), “blocked person,” the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her His Majesty’s Treasury of the United Kingdom) Treasury, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), ) or (iiB) is located, organized or resident in a country or territory that isis the subject or target of Sanctions, or whose government isincluding, without limitation, the subject so-called Donetsk People’s Republic, so-called Luhansk People’s Republic, the Crimea Region and the non-government controlled areas of Sanctions that broadly prohibit dealings with that country or territory the Zaporizhzhia and Kherson Regions of Ukraine, Cuba, Iran, North Korea and Syria (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) ). The Company will (either directly or through the Trust Account)not, directly or indirectly, use the proceeds of the Offeringsale of the Notes, or lend, contribute or otherwise make available such proceeds to any subsidiarysubsidiaries, joint venture partner partners or other individual Person, (i) to fund or entity facilitate any activities of or business with any Person, that, at the time of such funding or facilitation, is the subject or target of Sanctions or (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the Offeringtransaction, whether as underwriter, advisor, investor or otherwise). In ) of Sanctions. (A) To the preceding three knowledge of the Company, in the last five years, except as none of the Acquired Companies has at any time engaged in the sale, purchase, import, export, re-export or transfer of products or services, either directly or indirectly, to or from a Sanctioned Country or any Person the subject or target of Sanctions. To the knowledge of the Company, since such time, none of the Acquired Companies has been disclosed a party to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Personbeneficiary of, or had any interest in, any franchise, license, management or other contract with any person, either public or private, in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, Country or with any Person the subject or target of Sanctions or been a party to any investment, deposit, loan, borrowing or credit arrangement or involved in any other financial dealings, directly or indirectly, with any person, either public or private, in a Sanctioned CountryCountry or who is the subject or target of Sanctions.

OFAC. Neither None of the Company, any of the Subsidiaries or any officer or director of either the Company or any Subsidiary, nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee employee, affiliate or affiliate person acting on behalf of the Company or any director, officer, agent, employee or affiliate of the Sponsor Subsidiaries is or has been (iA) isengaged in any services (including financial services), transfers of goods, software, or is technology, or any other business activity related to (w) Cuba, Iran, North Korea, Sudan, Syria, the Crimea region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions of Ukraine identified pursuant to Executive Order 14065 (“Sanctioned Countries”), (x) the government of any Sanctioned Country, (y) any person, entity or 50% or more owned in organization located in, resident in, formed under the aggregate by or is acting on behalf laws of, one or more individuals owned or entities that are currently controlled by the government of, any Sanctioned Country, or (z) any person, entity or organization made the subject of any sanctions administered or enforced by the United States (including any administered or enforced by Government, including, without limitation, the list of Specially Designated Nationals of the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce(“OFAC”), or by the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her His Majesty’s Treasury of the United Kingdom) Treasury, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) and the Company will (either not directly or through the Trust Account), directly or indirectly, indirectly use the proceeds from the sale of the OfferingShares sold by it, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, or any joint venture partner or other individual person or entity entity, for the purpose of financing the activities of or business with any person, or in any country or territory, that currently is the subject to any U.S. sanctions administered by OFAC or in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the Offering, transaction whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has ) of U.S. sanctions administered by OFAC; (B) engaged in any dealings transfers of goods, technologies or transactions with services (including financial services) that may assist the governments of Sanctioned Countries or for facilitate money laundering or other activities proscribed by United States laws, rules or regulations; (C) a person, entity or organization currently the benefit subject of a Sanctioned Personany Sanctions; or (D) located, organized or with or resident in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the CompanyCompany nor any Subsidiary, nor, to the knowledge Knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, agent or employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor Subsidiary (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of to any sanctions administered or enforced imposed by the United States (including any sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the TreasuryTreasury Department, the U.S. Department of State State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of or the European Union United Kingdom (including sanctions administered or enforced controlled by Her Majesty’s Treasury of the United KingdomTreasury) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Sanction Persons” and each such person, a “Sanctioned Person”), ) or (ii) will, directly or indirectly, use the proceeds from the sale of the Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person in any manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including the Investor). Neither the Company nor any Subsidiary is nor, to the Knowledge of the Company, any director, officer, agent, or employee of the Company or any Subsidiary, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither Neither the Company nor any Sponsor Subsidiary has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 yearsthree (3) years prior to the Effective Date, nor does the Company or any Sponsor (on a consolidated basis) have any plans to engage in increase its dealings or transactions with or for the benefit of a Sanctioned PersonPersons, or with or in a Sanctioned CountryCountries.

OFAC. Neither None of the Company, norany of its Subsidiaries or, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee employee, affiliate or affiliate representative of the Sponsor Company or any of its Subsidiaries is an individual or entity (i“Person”) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject or target of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or the Bureau of Industry and Security of the U.S. Department of Commerce), “blocked person,” the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her His Majesty’s Treasury of the United Kingdom) Treasury, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) nor is the Company located, organized or resident in a country or territory that isis the subject or the target of Sanctions (including, or whose government iswithout limitation, the subject so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea region and the non-government controlled areas of Sanctions that broadly prohibit dealings with that country the Zaporizhzhia and ▇▇▇▇▇▇ Regions of Ukraine (or territory any other Covered Region of Ukraine identified pursuant to Executive Order 14065), Cuba, Iran and North Korea) (collectively, “Sanctioned Countries” and each, a “Sanctioned CountryJurisdiction”) or (iii) ); and the Company will (either not directly or through the Trust Account), directly or indirectly, indirectly use the proceeds of the Offeringsale of the Shares, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner partners or other individual Person, (i) to fund or entity facilitate any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions or with a Sanctioned Jurisdiction or (ii) in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the Offeringtransaction, whether as underwriter, advisor, investor or otherwise). In ) of Sanctions; and the preceding three years, except as Company has been disclosed to the Underwriters or not knowingly engaged in and is not material to now knowingly engaged in, and will not engage in, any dealings or transactions with any individual or entity that at the analysis under any Sanctions, neither time of the dealing or transaction is or was the subject of Sanctions or with a Sanctioned Jurisdiction; the Company nor is not engaged in, or has not, at any Sponsor has time since April 24, 2019, engaged in in, any dealings or transactions with or for involving any individual or entity that was or is, as applicable, at the benefit time of a Sanctioned Personsuch dealing or transaction, the subject or target of Sanctions or with or in a any Sanctioned Country, in the preceding 3 years, nor does Jurisdiction; and the Company or any Sponsor have any plans has instituted, and maintains, policies and procedures designed to engage in dealings or transactions promote and achieve continued compliance with or for the benefit of a Sanctioned Person, or with or in a Sanctioned CountrySanctions.

OFAC. Neither (i) None of the Company, Partnership Entities nor, to the knowledge of the CompanyPartnership, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee employee, affiliate or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is other person acting on behalf of, one or more individuals or entities that are of the Partnership is currently the subject or the target of any U.S. sanctions administered or enforced by the United States (including including, without limitation, any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce(“OFAC”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), ; (ii) the Partnership will not directly or indirectly use any of the proceeds from the sale of Units by the Partnership in the offering contemplated by this Agreement, or lend, contribute or otherwise make available any such proceeds to any subsidiary, joint venture partner or other person or entity (A) to fund any activities of or business with any Sanctioned Person or Sanctioned Countries (as defined below) or (B) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions; (iii) none of the Partnership Entities nor, to the knowledge of the Partnership, any director, officer, agent, employee, affiliate or other person acting on behalf of the Partnership is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (A) the subject of any Sanctions; or (B) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”); and (iv) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters Representatives or is not material to the analysis under any Sanctions, neither none of the Company nor any Sponsor has Partnership Entities have engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does do the Company or any Sponsor Partnership Entities have any plans to engage in increase its dealings or transactions with or for the benefit of a Sanctioned PersonPersons, or with or in a Sanctioned CountryCountries.

OFAC. Neither None of the Company, any of the Subsidiaries or any officer or director of either the Company or any Subsidiary, nor, to the knowledge of the Company, the Sponsor nor after due inquiry, any director, director nominee, executive officer, agent, employee employee, affiliate or affiliate person acting on behalf of the Company or any director, officer, agent, employee or affiliate of the Sponsor Subsidiaries is or has been (A) engaged in any services (including financial services), transfers of goods, software, or technology, or any other business activity related to (i) isCuba, Iran, North Korea, Sudan, Syria or the Crimea region of Ukraine claimed by Russia (“Sanctioned Countries”), (ii) the government of any Sanctioned Country, (iii) any person, entity or organization located in, resident in, formed under the laws of, or is owned or controlled or 50% or more owned in by the aggregate by or is acting on behalf government of, one any Sanctioned Country, or more individuals (iv) any person, entity or entities that are currently the organization made subject of any sanctions administered or enforced by the United States Government, including, without limitation, the list of Specially Designated Nationals (including any administered or enforced by “SDN List”) of the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce(“OFAC”), or by the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) Treasury, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) and the Company will (either not directly or through the Trust Account), directly or indirectly, indirectly use the proceeds of the Offeringthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, or any joint venture partner or other individual person or entity entity, for the purpose of financing the activities of or business with any person, or in any country or territory, that currently is the subject to any U.S. sanctions administered by OFAC or in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the Offering, transaction whether as underwriterplacement agent, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has ) of U.S. sanctions administered by OFAC; (B) engaged in any dealings transfers of goods, technologies or transactions with services (including financial services) that may assist the governments of Sanctioned Countries or for facilitate money laundering or other activities proscribed by United States laws, rules or regulations; (C) is a person, entity or organization currently the benefit subject of a Sanctioned Personany Sanctions; or (D) located, organized or with or resident in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. (a) The Corporation, its Subsidiaries, and, to the knowledge of the Corporation and any of its Subsidiaries, any director, officer, employee, agent, distributor, consultant, Affiliate, or other Person acting on behalf of the Corporation or its Subsidiaries have at all times fully complied with, and are currently in full compliance with, (i) all applicable U.S. and foreign government laws and regulations concerning the exportation of any products, technology, technical data or services, including those administered by, without limitation, the U.S. Department of Commerce, the U.S. Department of State, and the U.S. Department of the Treasury; (ii) U.S. and international economic and trade sanctions, including, but not limited to, those administered by the Office of Foreign Assets Control (“OFAC”) within the U.S. Department of the Treasury; and (iii) all laws and regulations administered by the Bureau of Customs and Border Protection in the U.S. Department of Homeland Security. (b) Neither the CompanyCorporation nor any of its Subsidiaries, nor, to the knowledge of the CompanyCorporation or any of its Subsidiaries, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, employee, agent, employee distributor, consultant, Affiliate, or affiliate other Person acting on behalf of the Sponsor Corporation or its Subsidiaries, has engaged in, or is currently engaged in, any sales, exports, re-exports, imports, or other activities in, relating to, or involving, directly or indirectly, countries subject to U.S. economic sanctions, including Cuba, Iran, and Sudan, or that otherwise would be prohibited if performed by U.S. persons or entities. (c) Neither the Corporation nor any of its Subsidiaries, nor, to the knowledge of the Corporation or any of its Subsidiaries, any director, officer, employee, agent, distributor, consultant, affiliate, other person acting on behalf of the Corporation or its Subsidiaries, is (1) listed on (i) isthe List of Specially Designated Nationals and Blocked Persons maintained by OFAC or any other list of known or suspected terrorists, terrorist organizations, or is controlled other prohibited persons made publicly available or 50% provided to the Corporation or more owned in any of its Subsidiaries by any agency of the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject government of any sanctions administered or enforced by the United States or any jurisdiction in which the Corporation or any of its Subsidiaries are doing business; (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or ii) the Bureau of Industry and Security of the U.S. United States Department of Commerce), Commerce “Denied Persons List,” “Entity List,” or “Unverified List”; (iii) the United Nations Security Council, the European Union, a member state Office of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury Defense Trade Controls of the United KingdomStates Department of State “List of Debarred Parties”; or (iv) any lists of restricted persons or entities maintained by any other U.S. government authority; or (2) a person who has been determined by competent authority to be subject to the prohibitions contained in Executive Order 13224, 66 Fed. Reg. 49,079 (Sept. 25, 2001) (Executive Order Blocking Property and Prohibiting Transactions with Persons who Commit, Threaten to Commit, or Support Terrorism), Executive Order 13382, 70 Fed. Reg. 38,567 (July. 1, 2005) (Executive Order Blocking Property of Weapons of Mass Destruction Proliferators and Their Supporters), or any other similar prohibitions contained in the laws administered by, and regulations of, OFAC or in any enabling legislation or other relevant sanctions authority executive orders in respect thereof. (collectivelyd) Neither the Corporation nor any of its Subsidiaries, “Sanctions” and such personsnor, “Sanctioned Persons” and each such personto the knowledge of the Corporation or any of its Subsidiaries, a “Sanctioned Person”)any director, (ii) is locatedofficer, organized or resident in a country or territory that isemployee, agent, distributor, consultant, affiliate, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds other person acting on behalf of the OfferingCorporation or its Subsidiaries has made a voluntary disclosure to governmental regulatory authorities reporting violations of laws or regulations relating to the export or re-export of products, technology, software, services or other information from the United States or any other jurisdiction. (e) Neither the Corporation nor any of its Subsidiaries, nor, to the knowledge of the Corporation or any of its Subsidiaries, any director, officer, employee, agent, distributor, consultant, Affiliate, or lendother Person acting on behalf of the Corporation or its Subsidiaries, contribute have participated or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions byare currently participating in, or could result in have cooperated or are currently cooperating with, an unsanctioned international boycott within the imposition meaning of Sanctions againstSection 999 of the Internal Revenue Code of 1986, any individual or entity as amended. (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Countryf) If, in the preceding 3 yearsfuture, nor does the Company Corporation or any Sponsor of its Subsidiaries determines that any of the foregoing was incorrect as of the date hereof or has ceased to be correct, the Corporation agrees to promptly notify the Purchasers. The Corporation agrees and acknowledges that if at any time it is discovered that any of the foregoing representations were incorrect as of the date hereof or have ceased to be correct, or if otherwise required by the laws and regulations administered and enforced by OFAC, the Purchasers may undertake appropriate action, including but not limited to, segregation, blocking, freezing, or termination of the interests of the Corporation and its Subsidiaries. The Corporation further agrees and acknowledges that neither the Corporation nor any of its Subsidiaries will have any plans to engage in dealings or transactions with or claim against the Purchasers for any form of damages as a result of any of the benefit of a Sanctioned Person, or with or in a Sanctioned Countryforegoing actions.

OFAC. Neither the Company, Company nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, agent or employee or affiliate of the Sponsor Company (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of to any sanctions administered or enforced imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the TreasuryTreasury Department, the U.S. Department of State State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of or the European Union United Kingdom (including sanctions administered or enforced controlled by Her Majesty’s Treasury of the United KingdomTreasury) or other relevant sanctions authority (such sanctions, collectively, “Sanctions” and such persons, collectively, “Sanctioned Sanction Persons” and each such person, a “Sanctioned Person”), ) or (ii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person in any manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither the Company nor, to the knowledge of the Company, any director, officer, agent, or employee of the Company is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (x) the subject of any Sanctions; or (y) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except Except as has been disclosed to the Underwriters Purchasers (other than the FF Investor) and the FF Beneficial Investor, or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has not engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 three years, nor does the Company or any Sponsor have any plans to engage in increase its dealings or transactions with or for the benefit of a Sanctioned Person, Persons or with or in a Sanctioned CountryCountries.

OFAC. Neither (i) None of the Company, Partnership Entities nor, to the knowledge of the CompanyPartnership, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee employee, affiliate or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is other person acting on behalf of, one or more individuals or entities that are of the Partnership is currently the subject or the target of any U.S. sanctions administered or enforced by the United States (including including, without limitation, any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce(“OFAC”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), ; (ii) the Partnership will not directly or indirectly use any of the proceeds from the sale of Investor Units by the Partnership contemplated by this Agreement, or lend, contribute or otherwise make available any such proceeds to any subsidiary, joint venture partner or other person or entity (A) to fund any activities of or business with any Sanctioned Person or Sanctioned Countries (as defined below) or (B) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions; (iii) none of the Partnership Entities nor, to the knowledge of the Partnership, any director, officer, agent, employee, affiliate or other person acting on behalf of the Partnership is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (A) the subject of any Sanctions; or (B) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”); and (iv) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters Investor or is not material to the analysis under any Sanctions, neither none of the Company nor any Sponsor has Partnership Entities have engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does do the Company or any Sponsor Partnership Entities have any plans to engage in increase its dealings or transactions with or for the benefit of a Sanctioned PersonPersons, or with or in a Sanctioned CountryCountries.

OFAC. (a) The Corporation, its Subsidiaries, and, to the knowledge of the Corporation and any of its Subsidiaries, any director, officer, employee, agent, distributor, consultant, Affiliate, or other Person acting on behalf of the Corporation or its Subsidiaries have at all times fully complied with, and are currently in full compliance with, (i) all applicable U.S. and foreign government laws and regulations concerning the exportation of any products, technology, technical data or services, including those administered by, without limitation, the U.S. Department of Commerce, the U.S. Department of State, and the U.S. Department of the Treasury; (ii) U.S. and international economic and trade sanctions, including, but not limited to, those administered by the Office of Foreign Assets Control (“OFAC”) within the U.S. Department of the Treasury; and (iii) all laws and regulations administered by the Bureau of Customs and Border Protection in the U.S. Department of Homeland Security. (b) Neither the CompanyCorporation nor any of its Subsidiaries, nor, to the knowledge of the CompanyCorporation or any of its Subsidiaries, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, employee, agent, employee distributor, consultant, Affiliate, or affiliate other Person acting on behalf of the Sponsor Corporation or its Subsidiaries, has engaged in, or is currently engaged in, any sales, exports, re-exports, imports, or other activities in, relating to, or involving, directly or indirectly, countries subject to U.S. economic sanctions, including Cuba, Iran, and Sudan, or that otherwise would be prohibited if performed by U.S. persons or entities. (c) Neither the Corporation nor any of its Subsidiaries, nor, to the knowledge of the Corporation or any of its Subsidiaries, any director, officer, employee, agent, distributor, consultant, affiliate, other person acting on behalf of the Corporation or its Subsidiaries, is (1) listed on (i) isthe List of Specially Designated Nationals and Blocked Persons maintained by OFAC or any other list of known or suspected terrorists, terrorist organizations, or is controlled other prohibited persons made publicly available or 50% provided to the Corporation or more owned in any of its Subsidiaries by any agency of the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject government of any sanctions administered or enforced by the United States or any jurisdiction in which the Corporation or any of its Subsidiaries are doing business; (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or ii) the Bureau of Industry and Security of the U.S. United States Department of Commerce), Commerce “Denied Persons List,” “Entity List,” or “Unverified List”; (iii) the United Nations Security Council, the European Union, a member state Office of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury Defense Trade Controls of the United KingdomStates Department of State “List of Debarred Parties”; or (iv) any lists of restricted persons or entities maintained by any other U.S. government authority; or (2) a person who has been determined by competent authority to be subject to the prohibitions contained in Executive Order 13224, 66 Fed. Reg. 49,079 (Sept. 25, 2001) (Executive Order Blocking Property and Prohibiting Transactions with Persons who Commit, Threaten to Commit, or Support Terrorism), Executive Order 13382, 70 Fed. Reg. 38,567 (July 1, 2005) (Executive Order Blocking Property of Weapons of Mass Destruction Proliferators and Their Supporters), or any other similar prohibitions contained in the laws administered by, and regulations of, OFAC or in any enabling legislation or other relevant sanctions authority executive orders in respect thereof. (collectivelyd) Neither the Corporation nor any of its Subsidiaries, “Sanctions” and such personsnor, “Sanctioned Persons” and each such personto the knowledge of the Corporation or any of its Subsidiaries, a “Sanctioned Person”)any director, (ii) is locatedofficer, organized or resident in a country or territory that isemployee, agent, distributor, consultant, affiliate, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds other person acting on behalf of the OfferingCorporation or its Subsidiaries has made a voluntary disclosure to governmental regulatory authorities reporting violations of laws or regulations relating to the export or re-export of products, technology, software, services or other information from the United States or any other jurisdiction. (e) Neither the Corporation nor any of its Subsidiaries, nor, to the knowledge of the Corporation or any of its Subsidiaries, any director, officer, employee, agent, distributor, consultant, Affiliate, or lendother Person acting on behalf of the Corporation or its Subsidiaries, contribute have participated or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions byare currently participating in, or could result in have cooperated or are currently cooperating with, an unsanctioned international boycott within the imposition meaning of Sanctions againstSection 999 of the Internal Revenue Code of 1986, any individual or entity as amended. (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Countryf) If, in the preceding 3 yearsfuture, nor does the Company Corporation or any Sponsor of its Subsidiaries determines that any of the foregoing was incorrect as of the date hereof or has ceased to be correct, the Corporation agrees to promptly notify the Purchasers. The Corporation agrees and acknowledges that if at any time it is discovered that any of the foregoing representations were incorrect as of the date hereof or have ceased to be correct, or if otherwise required by the laws and regulations administered and enforced by OFAC, the Purchasers may undertake appropriate action, including but not limited to, segregation, blocking, freezing, or termination of the interests of the Corporation and its Subsidiaries. The Corporation further agrees and acknowledges that neither the Corporation nor any of its Subsidiaries will have any plans to engage in dealings or transactions with or claim against the Purchasers for any form of damages as a result of any of the benefit of a Sanctioned Person, or with or in a Sanctioned Countryforegoing actions.

OFAC. Neither None of the CompanyBorrower, northe Guarantors nor any Subsidiary, or any of such Persons’ respective directors, officers, or, to the knowledge of the CompanyBorrower and Parent, the Sponsor nor any directoremployees, director nomineeagents, executive officeradvisors or Affiliates of Borrower, agent, employee or affiliate of the Company any Guarantor or any director, officer, agent, employee or affiliate of the Sponsor Subsidiary (i) is (or will be) a Person: (A) that is, or is owned or controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities Persons that are currently are: (1) the subject or target of any sanctions administered Sanctions Laws and Regulations or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom2) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that isis itself, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory Laws and Regulations, including, without limitation as of the First Amendment Effective Date Crimea, Cuba, Iran, North Korea, and Syria (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iiiB) will with whom any Lender is prohibited or restricted from doing business under Sanctions Laws and Regulations, including, those Persons named on OFAC’s Specially Designated and Blocked Persons list or under any statute, executive order (either directly including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or through Support Terrorism), or other governmental action and (ii) is not and shall not engage in any dealings or transactions or otherwise be associated with any such Person (any such Person, a “Designated Person”) except as is authorized or not prohibited under Sanctions Laws and Regulations.” (i) By deleting in its entirety Section 8.15(a) of the Trust Account)Credit Agreement, and inserting in lieu thereof the following: (a) The Borrower shall not, directly or indirectly, use the proceeds of the OfferingLoans or Letters of Credit, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner Unconsolidated Affiliate or other individual Person to fund any activities or entity business of, in or with any Designated Person or Sanctioned Country, in any manner that would result in a violation of any applicable Sanctions byLaws and Regulations or applicable anti-bribery, anti-corruption or could result in the imposition of Sanctions againstanti-money laundering laws or regulations, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for applicable jurisdiction by any party to this Agreement.” (j) By deleting in its entirety Section 10.1. of the benefit of a Sanctioned PersonCredit Agreement, or with or and inserting in a Sanctioned Country, in lieu thereof the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.following:

OFAC. Neither None of the Company, any of the Subsidiaries, or any officer or director of the Company or any Subsidiary, nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee employee, affiliate or affiliate person acting on behalf of the Company or any directorof their Subsidiaries is or has been (A) engaged in any services (including financial services), officertransfers of goods, agent, employee or affiliate of the Sponsor (i) issoftware, or is controlled technology, or 50% any other business activity related to (w) Cuba, Iran, North Korea, Sudan, or more owned in Russia (“Sanctioned Countries”), (x) the aggregate by government of any Sanctioned Country, (y) any person, entity or is acting on behalf organization located in, resident in, formed under the laws of, one or more individuals owned or entities that are currently controlled by the government of, any Sanctioned Country, or (z) any person, entity or organization made the subject of any sanctions administered or enforced by the United States (including any administered or enforced by Government, including, without limitation, the list of Specially Designated Nationals of the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce(“OFAC”), or by the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her His Majesty’s Treasury of the United Kingdom) Treasury, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) and the Company will (either not directly or through the Trust Account), directly or indirectly, indirectly use the proceeds from the sale of the OfferingSubordinated Notes sold by it, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, or any joint venture partner or other individual person or entity entity, for the purpose of financing the activities of or business with any person, or in any country or territory, that currently is the subject to any Sanctions (including U.S. sanctions administered by OFAC) or in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the Offering, transaction whether as underwriter, advisor, investor or otherwise) of Sanctions (including U.S. sanctions administered by OFAC). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has ; (B) engaged in any dealings transfers of goods, technologies or transactions with services (including financial services) that may assist the governments of Sanctioned Countries or for facilitate money laundering or other activities proscribed by United States laws, rules or regulations; (C) a person, entity or organization currently the benefit subject of a Sanctioned Personany Sanctions; (D) located, organized or with or resident in a any Sanctioned Country, ; (E) engaged in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage other activity in dealings or transactions with or for the benefit violation of a Sanctioned Person, or with or in a Sanctioned CountrySanctions.

OFAC. Neither None of the CompanyCompany or any of its subsidiaries, nordirectors, officers or employees, or, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate or other person associated with or acting on behalf of the Company or any directorof its subsidiaries, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject or the target of any sanctions administered or enforced by the United States U.S. Government, (including any administered or enforced by including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or the Bureau of Industry and Security of the U.S. Department of Commerce“blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) (“HMT”), or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is, or whose government is, is the subject or the target of Sanctions that broadly prohibit dealings with that country or territory Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) ); and the Company will (either not directly or through the Trust Account), directly or indirectly, indirectly use the proceeds of the Offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the Offeringtransaction, whether as underwriterinitial purchaser, advisor, investor or otherwise)) of Sanctions. In For the preceding three past five years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or for transaction is or was the benefit subject or the target of a Sanctioned Person, Sanctions or with or in a any Sanctioned Country, except for sales of medical products to persons in the preceding 3 years, nor does the Company or any Sponsor have any plans Sanctioned Countries pursuant to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Countryan OFAC license.

OFAC. Neither None of the Company, any of the Subsidiaries or any officer or director of either the Company or any Subsidiary, nor, to the knowledge of the Company, the Sponsor nor after due inquiry, any director, director nominee, executive officer, agent, employee employee, affiliate or affiliate person acting on behalf of the Company or any director, officer, agent, employee or affiliate of the Sponsor Subsidiaries is or has been (iA) isengaged in any services (including financial services), transfers of goods, software, or is controlled technology, or 50% or more owned in the aggregate by or is acting on behalf ofany other business activity related to (I) Cuba, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the TreasuryIran, North Korea, Syria, the U.S. Department Crimea region of State Ukraine claimed by Russia or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or any other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”), (II) the government of any Sanctioned Country, (III) any person, entity or organization located in, resident in, formed under the laws of, or owned or controlled by the government of, any Sanctioned Country, or (iiiIV) any person, entity or organization made subject of any sanctions administered or enforced by the United States Government, including, without limitation, the list of Specially Designated Nationals (“SDN List”) of the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), or by the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”) and the Company will (either not directly or through the Trust Account), directly or indirectly, indirectly use the proceeds of the Offeringthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, or any joint venture partner or other individual person or entity entity, for the purpose of financing the activities of or business with any person, or in any country or territory, that currently is the subject to any U.S. sanctions administered by OFAC or in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the Offering, transaction whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has ) of U.S. sanctions administered by OFAC; (B) engaged in any dealings transfers of goods, technologies or transactions with services (including financial services) that may assist the governments of Sanctioned Countries or for facilitate money laundering or other activities proscribed by United States laws, rules or regulations; (C) is a person, entity or organization currently the benefit subject of a Sanctioned Personany Sanctions; or (D) located, organized or with or resident in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither None of the Company, any of the Subsidiaries or any officer or director of either the Company or any Subsidiary, nor, to the knowledge of the Company, the Sponsor nor after due inquiry, any director, director nominee, executive officer, agent, employee employee, affiliate or affiliate person acting on behalf of the Company or any director, officer, agent, employee or affiliate of the Sponsor Subsidiaries is or has been (A) engaged in any services (including financial services), transfers of goods, software, or technology, or any other business activity related to (i) isCuba, Iran, North Korea, Sudan, Syria or the Crimea region of Ukraine claimed by Russia (“Sanctioned Countries”), (ii) the government of any Sanctioned Country, (iii) any person, entity or organization located in, resident in, formed under the laws of, or is owned or controlled or 50% or more owned in by the aggregate by or is acting on behalf government of, one any Sanctioned Country, or more individuals (iv) any person, entity or entities that are currently the organization made subject of any sanctions administered or enforced by the United States (including any administered or enforced by Government, including, without limitation, the list of Specially Designated Nationals of the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce(“OFAC”), or by the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) Treasury, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) and the Company will (either not directly or through the Trust Account), directly or indirectly, indirectly use the proceeds of the Offeringthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, or any joint venture partner or other individual person or entity entity, for the purpose of financing the activities of or business with any person, or in any country or territory, that currently is the subject to any U.S. sanctions administered by OFAC or in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the Offering, transaction whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has ) of U.S. sanctions administered by OFAC; (B) engaged in any dealings transfers of goods, technologies or transactions with services (including financial services) that may assist the governments of Sanctioned Countries or for facilitate money laundering or other activities proscribed by United States laws, rules or regulations; (C) is a person, entity or organization currently the benefit subject of a Sanctioned Personany Sanctions; or (D) located, organized or with or resident in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the Company, Company nor any of its Subsidiaries nor, to the knowledge Knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, agent or employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor its Subsidiaries (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of to any sanctions administered or enforced imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the TreasuryTreasury Department, the U.S. Department of State State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of or the European Union United Kingdom (including sanctions administered or enforced controlled by Her Majesty’s Treasury of the United KingdomTreasury) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Sanction Persons” and each such person, a “Sanctioned Person”), ) or (ii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person in any manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, agent, or employee of the Company or any of its Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither Neither the Company nor any Sponsor of its Subsidiaries has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 three years, nor does the Company or any Sponsor its Subsidiaries have any plans to engage in increase their respective dealings or transactions with or for the benefit of a Sanctioned PersonPersons, or with or in a Sanctioned CountryCountries.