Common use of Compliance with OFAC Clause in Contracts

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor to the Company’s knowledge, any agent, affiliate, representative, or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”), His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). (B) The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise make available such Net Proceeds to any Subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇) (C) Since April 24, 2019, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (A) Neither None of the Company nor any of its subsidiaries, subsidiaries nor any directorofficer, officer or employee director thereof, nor nor, to the knowledge of the Company’s knowledge, any employee, agent, affiliate, representative, representative or other any person acting on behalf of the Company or any of its subsidiaries, is an individual or entity subsidiaries (“Person”) that isis or, in the past five years, has been (A) engaged in any services (including financial services), transfers of goods, software, or is technology, or any other business activity related to (i) Cuba, 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 owned or controlled by a Person that is: the government of, any Sanctioned Country, or (iiv) the any person, entity or organization made subject or target of any economic, financial or trade sanctions administered or enforced by the U.S. United States Government (including the US Department of Treasury’s , Office of Foreign Assets Control and the US Department of State), 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 (“EU”)Union, His Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs-UK, or other relevant sanctions authority (collectively, “Sanctions”)) and the Company will not directly or indirectly use the proceeds of this offering, nor or lend, contribute or otherwise make available such proceeds to any of its subsidiaries, or any joint venture partner or other person or 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 will result in a violation by any person (iiincluding any person participating in the transaction whether as underwriter, advisor, investor or otherwise) of U.S. sanctions administered by OFAC; (B) engaged in any transfers of goods, technologies or services (including financial services) that may assist the governments of Sanctioned Countries or facilitate money laundering or other activities proscribed by United States laws, rules or regulations; (C) is a person, entity or organization currently the subject of any Sanctions; or (D) located, organized, organized or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). (B) any Sanctioned Country. The Company will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: Person (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇) (C) Since April 24, 2019, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at participating in the time of the dealing offering, whether as underwriter, advisor, investor or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargootherwise).

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any directornor, officer or employee thereof, nor to the Company’s knowledgeKnowledge, any agentdirector, affiliateofficer, representativeemployee, agent or other person acting on behalf affiliate of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union (“EU”), His Her Majesty’s Treasury, the Swiss Secretariat of Economic AffairsTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, organized or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea Korea, Sudan, Syria, and Syriathe Crimea). (B) The Unless authorized by relevant government authorities, the Company will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: (i) Person to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, facilitation is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (C) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (A) Neither the Company NFE nor any of its subsidiaries, nor to the knowledge of NFE and its subsidiaries after reasonable inquiry, any director, officer officer, employee or employee thereof, nor to the Company’s knowledge, any agent, affiliate, representative, or other person acting on behalf agent of the Company NFE or any of its subsidiaries, is an individual or entity (“Person”) a Person that is, or is owned or controlled by a Person one or more Persons that isare: (iA) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s 's Office of Foreign Assets Control (“"OFAC”"), the United Nations Security Council, the European Union (“EU”)Union, His Majesty’s 's Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “"Sanctions”"), nor or (iiB) located, organized, organized or resident in a country or territory that is the subject of a U.S. government embargo Sanctions (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s RepublicRepublic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea Region region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). ; (Bii) The Company NFE and the Issuer will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiary, joint venture partner or other Person: (iA) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargoSanctions; or (iiB) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as underwriter, advisor, investor or otherwise) ; and (Ciii) Since April 24for the past five years, 2019, the Company NFE and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargoSanctions. dd.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor to the Company’s knowledge, any agent, affiliate, representative, or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”), His Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). (B) The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise make available such Net Proceeds to any Subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇Cowen) (C) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor nor, to the Company’s knowledgeKnowledge, any agent, affiliate, representative, representative or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”)Control, the United Nations Security Council, the European Union (“EU”)Union, His Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, organized or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea Korea, Syria and Syriathe Crimea). (B) The Company will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: (i) to unlawfully fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (C) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any unlawful direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo. Any certificate signed by or on behalf of the Company and delivered to the Representative or to counsel for the Underwriters shall be deemed to be a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor to the Company’s knowledge, any agent, affiliate, representative, or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”), His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). (B) The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise make available such Net Proceeds to any Subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇) (C) Since April 24, 2019For the past ten (10) years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any directordirectors or officers, officer or employee thereofnor, nor to the knowledge of the Company’s knowledge, any employee, agent, affiliate, representative, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that subsidiaries is, or is owned or controlled by a Person that is: (i) currently the subject or the target of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), and, to the extent applicable, any Sanctions administered or enforced by the United Nations Security Council, the European Union (“EU”)Union, His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), . Neither the Company nor (ii) any of its subsidiaries is located, organized, organized or resident in a country or territory that is the subject or target of a U.S. government embargo (Sanctions, including, without limitation, the non-government controlled areas of Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the Republic or so-called Luhansk People’s Republic, the Crimea Region region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). Syria (Beach, a “Sanctioned Country”) The (other than any dormant subsidiary of the Company will not, directly that is not currently conducting business in a country or indirectly, use the Net Proceeds, or lend, contribute or otherwise make available such Net Proceeds to any Subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, territory that is the subject or target of Sanctions). For the past five years, or except as otherwise described in any country or territory thatthe Registration Statement, at the time Time of such funding or facilitation, is Sale Information and the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇) (C) Since April 24, 2019Prospectus, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, in and will not engage in, in any direct or indirect dealings or transactions with any Person person , or in any country or territory, that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any country or territory that, at Sanctioned Country to the time extent such action is prohibited under applicable Sanctions. It is acknowledged and agreed that the representation in this clause (ee) of this Agreement is only sought and given to the dealing or transaction is or was the subject of a U.S. government embargoextent that it would not violate Regulation (EC) 2271/96.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor nor, to the Company’s knowledgeKnowledge, any agent, affiliate, representative, representative or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is 50% or more owned or otherwise controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union (“EU”), His Her Majesty’s Treasury, the Swiss Secretariat of Economic AffairsTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, organized or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea Korea, Syria and Syriathe Crimea). (B) The Company will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (C) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in and will not has no plans to engage in, in any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor to the Company’s knowledge, any agent, affiliate, representative, representative or other person acting on behalf of of, the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is 50% or more owned or otherwise controlled by a Person one or more Persons that isare: (i) the subject of any economic, financial or trade applicable sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”), His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in a country or territory that is the subject of a U.S. government embargo Sanctions (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, and the non-government controlled areas of the Zaporizhzhia and Kherson RegionsRegions of Ukraine, Cuba, Iran, North Korea and Syria) (“Sanctioned Countries”). (B) The Company will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiaryof its subsidiaries, joint venture partner partners or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of SanctionsPerson, or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is located, organized or resident in a U.S. government embargoSanctioned Country; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (C) Since April 24, 2019, the The Company and each of its subsidiaries subsidiaries, in the past five (5) years, have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or any country is located, organized or territory that, at the time of the dealing or transaction is or was the subject of resident in a U.S. government embargoSanctioned Country.

Compliance with OFAC. (A) Neither of the Company Anteris Parties nor any of its their respective subsidiaries, nor any director, officer or employee thereof, nor nor, to the Company’s knowledgeKnowledge of the Anteris Parties, any agent, affiliate, representative, representative or other person acting on behalf of either of the Company Anteris Parties or any of its their respective subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”)Union, His Majesty’s TreasuryTreasury of the United Kingdom, Australia, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, organized or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). (B) The Company will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (C) Since April 24, 2019, the Company Anteris Parties and its subsidiaries their respective Subsidiaries and, to the Knowledge of the Anteris Parties, v2v have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was subject the subject of a U.S. government embargo.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor to the Company’s knowledge, any agent, affiliate, representative, or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”)Control, the United Nations Security Council, the European Union (“EU”)Union, His Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). (B) The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise make available such Net Proceeds to any Subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇Cowen). (C) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor to the Company’s knowledge, any agent, affiliate, representative, or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”), His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). (B) The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise make available such Net Proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇Cowen) (C) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (A) Neither None of the Company nor or any of its subsidiaries, nor nor, to the knowledge of the Company after reasonable inquiry, any director, officer officer, employee or employee thereof, nor to the Company’s knowledge, any agent, affiliate, representative, or other person acting on behalf agent of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person one or more Persons that isare: (i1) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union (“EU”), His Majesty’s Treasury, the Swiss Secretariat of Economic AffairsTreasury (“HMT”), or any other relevant sanctions authority (collectively, “Sanctions”), nor or (ii2) located, organized, organized or resident in a country or territory that is the subject of a U.S. government embargo Sanctions (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Republic or any other Covered Region of UkraineUkraine identified pursuant to Executive Order 14065, the non-government controlled areas of the Zaporizhzhia and Kherson RegionsCrimea, Cuba, Iran, North Korea and Syria). ; (B) The the Company will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: (i1) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargoSanctions; or (ii2) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as underwriter, advisor, investor or otherwise) ; and (C) Since April 24, 2019For the past ten years, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargoSanctions.

Compliance with OFAC. (A) Neither None of the Company nor any of its subsidiaries, subsidiaries nor any directorofficer, officer or employee director thereof, nor nor, to the knowledge of the Company’s knowledge, any employee, agent, affiliate, representative, or other any person acting on behalf of the Company or any of its subsidiaries, is an individual or entity subsidiaries (“Person”) that isis or, in the past ten years, has been (A) engaged in any services (including financial services), transfers of goods, software, or is owned technology, or controlled by a Person that is: any other business activity or dealings related to (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”), His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in a country or territory that is the subject or target of a U.S. government embargo Sanctions (defined below), including, without limitation, Cuba, Iran, North Korea, Syria or the so-called Donetsk People’s Republic, the so-called Luhansk People’s RepublicRepublic and the Crimea regions of Ukraine (“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 owned or controlled by the government of, any Sanctioned Country, or (iv) any person, entity or organization made subject or target of any sanctions administered or enforced by the United States Government (including the US Department of Treasury, Office of Foreign Assets Control and the US Department of State), including, without limitation, the Crimea Region list of UkraineSpecially Designated Nationals of the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), or by the United Nations Security Council, the nonEuropean Union, His Majesty’s Treasury-government controlled areas UK, or other relevant sanctions authority (collectively, “Sanctions”) and the Company will not directly or indirectly use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any of its subsidiaries, or any joint venture partner or other person or entity, for the Zaporizhzhia and Kherson Regionspurpose of financing the activities of or business with any person, Cubaor in any country or territory, Iranthat currently is the subject to any U.S. sanctions administered by OFAC or in any other manner that will result in a violation by any person (including any person participating in the transaction whether as underwriter, North Korea and Syria). advisor, investor or otherwise) of U.S. sanctions administered by OFAC; (B) engaged in any transfers of goods, technologies or services (including financial services) that may assist the governments of Sanctioned Countries or facilitate money laundering or other activities proscribed by United States laws, rules or regulations; (C) is a person, entity or organization currently the subject of any Sanctions; or (D) located, organized or resident in any Sanctioned Country. The Company will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: Person (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargoSanctioned Country; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇) (C) Since April 24, 2019, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at participating in the time of the dealing offering, whether as underwriter, advisor, investor or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargootherwise).

Compliance with OFAC. (A) Neither None of the Company nor Company, any of its subsidiaries, nor or any directordirectors, officer officers, or employee thereofemployees of the Company or any subsidiary, nor nor, to the Company’s knowledge, any agent, affiliate, representative, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that subsidiaries is, or is owned or controlled by a Person one or more individuals or entities that is: (i) are, currently the subject or the target of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union (“EU”)Union, His Majesty’s TreasuryTreasury (“HMT”), Swiss State Secretariat of Economic Affairs (“SECO”), the Swiss Secretariat Directorate of Economic Affairs, International Law (“DIL”) or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) is the Company or any of its subsidiaries or any directors, officers, or employees of the Company or any subsidiary, nor, to the Company’s knowledge, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries, located, organized, organized or resident in a country or territory that is the subject or target of a U.S. government embargo (Sanctions, including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and SyriaSyria (each, a “Sanctioned Country”). (B) The ; and the Company will not, not directly or indirectly, indirectly use the Net Proceedsproceeds of the offering of the Placement Shares hereunder, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: person or entity (i) to fund or facilitate any activities of or business of or with any Person person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; Sanctioned Country or (iiiii) in any other manner that will result in a violation of Sanctions by any Person person (including ▇▇ ▇▇▇▇▇) (Cany person participating in the transaction, whether as underwriter, advisor, investor or otherwise) Since April 24, 2019, the of Sanctions. The Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, in and will not knowingly engage in, in any direct or indirect dealings or transactions with any Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargoSanctioned Country.

Compliance with OFAC. (Ai) Neither the Company nor any of its subsidiariesSubsidiary, nor any director, officer or employee thereof, nor nor, to the Company’s knowledge, any agent, affiliate, representative, or other person agent acting on behalf of the Company or any of its subsidiariesSubsidiary, is an individual or entity (a “Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”), His Majesty’s Treasury, or the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), ; nor (ii) located, organized, or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). (Bii) The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise make available such Net Proceeds to any Subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇). (Ciii) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (Ai) Neither the Company nor any of its subsidiariesSubsidiary, nor any director, officer or employee thereof, nor nor, to the Company’s knowledge, any agent, affiliate, representative, or other person agent acting on behalf of the Company or any of its subsidiariesSubsidiary, is an individual or entity (a “Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”), His Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor ; or (ii) located, organized, or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea Korea, Sudan, Syria and SyriaCrimea). (Bii) The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise make available such Net Proceeds to any Subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇). (Ciii) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (Ai) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor nor, to the Company’s knowledge, any agent, affiliate, representative, representative or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union (“EU”), His Majesty’s Treasury, the Swiss Secretariat of Economic AffairsTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, organized or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, and the non-government controlled areas of the Zaporizhzhia and Kherson RegionsRegions of Ukraine, Cuba, Iran, North Korea and Syria). (B) The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise make available such Net Proceeds to any Subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person For the past five (including ▇▇ ▇▇▇▇▇) (C5) Since April 24, 2019years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo. (iii) Neither the Company nor to the Company’s knowledge, any of its affiliates (within the meaning of FINRA Rule 5121(f)(1)) will 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 or 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 will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. ​

Compliance with OFAC. (A) Neither None of the Company nor Company, any of its subsidiariessubsidiaries or, nor any to the knowledge of the Company and the Guarantors, no director, officer officer, employee or employee thereof, nor to the Company’s knowledge, any agent, affiliate, representative, or other person acting on behalf affiliate of the Company or any of its subsidiaries, subsidiaries is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) currently the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State), and, to the extent applicable, the United Nations Security Council, the European Union (“EU”), His or Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, Treasury or other relevant applicable sanctions authority authorities (collectively, “Sanctions”), nor (ii) is the Company or any of its subsidiaries, or to the knowledge of the Company and the Guarantors, any director, officer, employee, agent or affiliate of the Company or its subsidiaries, located, organized, organized or resident in a country or territory that is or whose government is the subject of a U.S. government embargo (includingSanctions, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regionsincluding Crimea, Cuba, Iran, North Korea and SyriaSyria (each, a “Sanctioned Country”). (B) . The Company will not, not directly or indirectly, indirectly use the Net Proceedsproceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary (as defined in Section 14 hereof), joint venture partner or other Person: person or entity for the purpose of financing or facilitating the activities (i) to fund of any person that is the subject of Sanctions, (ii) of any business in any Sanctioned Country or facilitate (iii) in any activities country or business of territory that is, or with any Person thatwhose government is, at the time of such funding or facilitationfunding, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will would result in a violation of Sanctions by any Person person (including ▇▇ ▇▇▇▇▇any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) . For the past five (C5) Since April 24, 2019years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, in any direct or indirect dealings or transactions with any Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargoSanctioned Country.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any directordirectors, officer officers or employee thereofemployees, nor nor, to the knowledge of the Company’s knowledge, any agent, affiliate, representative, or affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries, subsidiaries is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) currently the subject or the target of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s 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 and including, without limitation, the designation as a “OFACspecially designated national” or “blocked person”), the United Nations Security Council, the European Union (“EU”)Union, His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) is the Company or any of its subsidiaries located, organized, organized or resident in a country or territory that is the subject or the target of a U.S. government embargo (Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea and the so-called Donetsk People’s Republic, the and so-called Luhansk People’s RepublicRepublic regions of Ukraine (each, a “Sanctioned Country”); and the Crimea Region of Ukraine, Company will not directly or indirectly use the non-government controlled areas proceeds of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). (B) The Company will not, directly or indirectly, use the Net ProceedsPlacement Shares hereunder, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: person or entity (i) to fund or facilitate any activities of or business of or with any Person 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 country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; Sanctioned Country or (iiiii) in any other manner that will result in a violation of Sanctions by any Person person (including ▇▇ ▇▇▇▇▇) (Cany person participating in the transaction, whether as underwriter, advisor, investor or otherwise) Since April 24, 2019of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, and will not engage in, in any direct or indirect dealings or transactions with any Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargoSanctioned Country.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiariesSubsidiaries, nor any director, officer or employee thereof, nor nor, to the Company’s knowledgeKnowledge, any agent, affiliate, representative, representative or other person acting on behalf of the Company or any of its subsidiaries, Subsidiaries is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) currently the subject or the target of any economic, financial or trade U.S. sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”)) or the U.S. Department of State, the United Nations Security Council, the European Union (“EU”)Union, His Majesty’s Treasury, Treasury of the Swiss Secretariat of Economic AffairsUnited Kingdom, or other relevant sanctions authority (collectively, “Sanctions”), ; nor (ii) is the Company or any of its subsidiaries located, organized, organized or resident in a country or territory that is the subject or the target of a U.S. government embargo (Sanctions, including, without limitation, the Crimea region, the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine (or any other Covered Region of Ukraine identified pursuant to Executive Order 14065), the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea Korea, and SyriaSyria (each, a “Sanctioned Territory”). (B) The ; and the Company will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, or any joint venture partner or other Person: (i) to fund person or facilitate any entity, for the purpose of financing the activities of or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctionsperson, or in any country or territory thatterritory, that at the time of such funding or facilitationfinancing, is the subject or the target of a U.S. government embargo; Sanctions or (ii) in any other manner that will result in a violation of Sanctions by any Person person (including ▇▇ ▇▇▇▇▇) (Cany person participating in the transaction whether as underwriter, advisor, investor or otherwise) of applicable Sanctions. Since April 24, 2019, the Company and its subsidiaries Subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargoSanctioned Territory.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor to the Company’s knowledge, any agent, affiliate, representative, or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”), His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). (B) The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise make available such Net Proceeds to any Subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇) (C) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiariesSubsidiaries, nor to the Company’s knowledge, any director, officer or employee thereof, nor to the Company’s knowledge, any agent, affiliate, representative, or other person acting on behalf of the Company or any of its subsidiariesSubsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”), His Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). (B) The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise make available such Net Proceeds to any Subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇Cowen) (C) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries Subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (Ai) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor nor, to the Company’s knowledge, any agent, affiliate, representative, representative or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union (“EU”), His Majesty’s Treasury, the Swiss Secretariat of Economic AffairsTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, organized or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, and the non-government controlled areas of the Zaporizhzhia and Kherson RegionsRegions of Ukraine, Cuba, Iran, North Korea and Syria). (B) The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise make available such Net Proceeds to any Subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person For the past five (including ▇▇ ▇▇▇▇▇) (C5) Since April 24, 2019years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo. (iii) Neither the Company nor to the Company’s knowledge, any of its affiliates (within the meaning of FINRA Rule 5121(f)(1)) will 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 or 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 will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

Compliance with OFAC. (Ai) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor to the Company’s knowledge, any agent, affiliate, representative, or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”), His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). (Bii) The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise make available such Net Proceeds to any Subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇the Sales Agent). (Ciii) Since April 24, 2019, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (Ai) Neither the Company Company, its subsidiaries nor any of its subsidiariesdirectors, nor any directorofficers or employees nor, officer or employee thereof, nor to the Company’s knowledge, any agent, affiliate, representative, agent or other person controlled affiliate acting on behalf of the Company or any of its subsidiaries, subsidiaries is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union (“EU”), His Majesty’s Treasury, the Swiss Secretariat of Economic AffairsTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, organized or resident in a country or territory that is the subject of a U.S. government embargo Sanctions (including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People’s Republic, the Republic and so-called Luhansk People’s Republic, the Crimea Region Republic regions of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria) (each a “Sanctioned Country”). (Bii) The Company will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargoSanctioned Country; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (Ciii) Since April 24, 2019incorporation, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not knowingly engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargoSanctioned Country.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiariesdirectors, nor any directorofficers or employees, officer or employee thereofnor, nor to the Company’s knowledge, any agent, affiliate, representative, representative or other person acting on behalf of the Company or any of its subsidiariesCompany, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”)Union, His Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, organized or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea Korea, and Syria). (B) The Company will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (C) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries have has not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.. (yy)

Compliance with OFAC. (A) Neither None of the Company nor any of its subsidiariessubsidiaries nor, nor to the knowledge of the Company, any director, officer officer, employee, agent or employee thereof, nor to the Company’s knowledge, any agent, affiliate, representative, or other person acting on behalf affiliate of the Company or any of its subsidiaries, subsidiaries is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) currently the subject or the target of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s 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 and including, without limitation, the designation as a “OFACspecially designated national” or “blocked person”), the United Nations Security Council, the European Union (“EU”)Union, His Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority with jurisdiction over the Company or any of its subsidiaries (collectively, “Sanctions”), nor (ii) is the Company, or any of its subsidiaries, located, organized, organized or resident in a country or territory that is the subject or the target of a U.S. government embargo (Sanctions, including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea Korea, Sudan and SyriaSyria (each, a “Sanctioned Country”). (B) The ; and the Company will not, not directly or indirectly, indirectly use the Net Proceedsproceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: person or entity (i) to fund or facilitate any activities of or business of or with any Person 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 country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; Sanctioned Country or (iiiii) in any other manner that will result in a violation of Sanctions by any Person person (including ▇▇ ▇▇▇▇▇) (Cany person participating in the transaction, whether as underwriter, advisor, investor or otherwise) Since April 24, 2019of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, and will not engage in, in any direct or indirect dealings or transactions with any Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargoSanctioned Country.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any directornor, officer or employee thereof, nor to the Company’s knowledge, any agentmanaging director, affiliatesupervisory director, representativeofficer, employee or other person acting on behalf of the Company or any of its subsidiariesagent thereof, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”)Control, the United Nations Security Council, the European Union (“EU”)Union, His Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority any Dutch or German government agency (collectively, “Sanctions”), nor (ii) located, organized, organized or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regionscurrently, Cuba, Iran, North Korea Korea, Syria and Syriathe Crimea). (B) The Company will not, directly or indirectly, use the Net Proceedsproceeds of the Offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the Offering, whether as underwriter, advisor, investor or otherwise). (C) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, in any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo, except as disclosed in the General Disclosure Package and the Prospectus.

Compliance with OFAC. (Ai) Neither None of the Company nor Company, any of its subsidiaries, nor any directoror, officer or employee thereof, nor to the Company’s knowledge, any director, officer, agent, affiliateemployee, representative, affiliate or other person acting on behalf representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union (“EU”), His Majesty’s Treasury, Treasury of the Swiss Secretariat of Economic AffairsUnited Kingdom, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, organized or resident in a country or territory that is the subject of a U.S. government embargo Sanctions (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson RegionsRegions of Ukraine (or any other Covered Region of Ukraine identified pursuant to Executive Order 14065), Cuba, Iran, North Korea and Syria). (Bii) The Company will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; Sanctions; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (Ciii) Since April 24, 2019, the The Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person , or in any country or territory, that at the time of the dealing or transaction transaction, is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargoSanctions.

Compliance with OFAC. (Ai) Neither the Company nor any of its subsidiaries, nor any directordirector or officer of the Company, officer or employee thereofnor, nor to the Company’s or any Guarantor’s knowledge, any employee, agent, affiliate, representative, or other person acting on behalf representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: : (iA) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”)) , the United Nations Security CouncilCouncil (“UNSC”), the European Union (“EU”), His Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority Treasury (“HMT”) (collectively, “Sanctions”), nor nor (iiB) located, organized, organized or resident in a country or territory that is the subject of a U.S. government embargo Sanctions (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson RegionsBurma/Myanmar, Cuba, Iran, North Korea Korea, Sudan and Syria). (Bii) The Company will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: Person (iprovided that such proceeds shall not include any commissions paid to the Initial Purchasers in connection with this offering): (A) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargoSanctions; or or (iiB) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (Ciii) Since April 24The Company represents that, 2019for the past 5 years, the Company it and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, and will not engage in, in any direct or indirect dealings or transactions with any Person Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargoSanctions.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any directornor, officer or employee thereof, nor to the Company’s knowledge, any director, officer, employee, agent, affiliate, representative, representative or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union (“EU”), His Majesty’s Treasury, the Swiss Secretariat of Economic AffairsTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, organized or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, Republic and the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). (B) The Company will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (C) Since April 24, 2019For the past five years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (A) Neither The Company and the Company nor Guarantors represent that neither the Company, any of its subsidiaries, nor any directornor, officer or employee thereof, nor to the Company’s knowledge, any agent, affiliate, representative, or other person acting on behalf knowledge of the Company Company, Dynamic or any of its subsidiariessubsidiaries (collectively, the “Entity”) or, to the knowledge of the Entity, any director, officer, employee, agent, affiliate or representative of the Entity, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: : (i1) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union (“EU”), His Her Majesty’s Treasury, the Swiss Secretariat of Economic AffairsTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor nor (ii2) located, organized, organized or resident in a country or territory that is the subject of a U.S. government embargo Sanctions (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson RegionsBurma/Myanmar, Cuba, Iran, North Korea Korea, Sudan and Syria). (B) The Company represents and covenants that it will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: : (i1) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargoSanctions; or or (ii2) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (C) Since April 24The Entity represents and covenants that for the past 5 years, 2019, the Company and its subsidiaries have it has not knowingly engaged in, are is not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions Sanctions. Any certificate signed by an officer of the Company or any country Guarantor and delivered to the Initial Purchasers or territory that, at to counsel for the time of Initial Purchasers shall be deemed to be a representation and warranty by the dealing Company or transaction is or was such Guarantor to each Initial Purchaser as to the subject of a U.S. government embargomatters set forth therein.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor to the Company’s knowledge, any agent, affiliate, representative, or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”), His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). (B) The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise make available such Net Proceeds to any Subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇) (C) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (Ai) Neither the Company nor any of its subsidiaries, nor any directornor, officer or employee thereof, nor to the Company’s knowledge, any director, officer, employee, agent, affiliate, representative, representative or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”)Union, His Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, organized or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea Korea, Syria and Syriathe Crimea). (Bii) The Company will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (Ciii) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereofSubsidiaries, nor to the Company’s knowledge, any director, officer or employee thereof or any agent, affiliate, representative, or other person acting on behalf of the Company or any of its subsidiariesSubsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”), His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). (B) The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise make available such Net Proceeds to any Subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇Cowen). (C) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries Subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (Ai) Neither the Company nor any of its subsidiariesthe Controlled Entities, nor any director, officer officer, or employee thereof, nor nor, to the knowledge of the Company’s knowledge, any agent, affiliate, representative, representative or other person Person acting for or on behalf of the Company or any of its subsidiariesthe Controlled Entities, is an individual or entity (“Person”) that is, or is owned 50% or more or controlled by a any Person that is: : (iA) the target of or subject of to any economic, financial or trade sanctions administered or enforced by the U.S. government, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State and the U.S. Department of Commerce (and including, without limitation, persons designated as a “specially designated national”, “blocked person” or “foreign sanctions evader”), the United Nations Security CouncilCouncil (“UNSC”), the European Union (“EU”), His or Her Majesty’s Treasury, the Swiss Secretariat of Economic AffairsTreasury (“HMT”), or any other relevant applicable sanctions authority (collectively, “Sanctions”), nor nor (iiB) is or has been located, organized, organized or resident in or otherwise affiliated with a country or territory that is is, or whose government is, the target of or subject of a U.S. government embargo to Sanctions (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria).; (Bii) The Company represents and covenants that the Company and the Controlled Entities will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: , including the Controlled Entities: (iA) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is is, or whose government is, subject to or the target of or subject of a U.S. government embargoto Sanctions; or or (iiB) in any other manner that will result in a violation of applicable Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as underwriter, advisor, investor or otherwise); and (Ciii) Since April 24The Company represents and covenants that, 2019for the past five years, the Company and its subsidiaries the Controlled Entities have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions directly or indirectly: (a) with or relating to any Person that at the time of the dealing or transaction is or was subject to or the target of or subject of Sanctions to Sanctions, or is or was owned 50% or more or controlled by any such Person; or (b) in, with or relating to any country or territory that, that at the time of the dealing or transaction is or was was, or whose government is or was, the target of or subject of a U.S. government embargoto Sanctions.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiariesCompany, nor nor, to the Company’s knowledge, any director, officer or employee thereof, nor nor, to the Company’s knowledge, any agent, affiliate, representative, affiliate or other person acting on behalf representative of the Company or any of its subsidiariesCompany, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union (“EU”), His Majesty’s Treasury, Treasury of the Swiss Secretariat of Economic AffairsUnited Kingdom (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, organized or resident in a country or territory that is the subject of a U.S. government embargo Sanctions (including, without limitation, the so-called Donetsk People’s RepublicCrimea, the so-called Luhansk People’s Republic, the Crimea Region and Donetsk People’s Republic regions of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). (B) The Company will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargoSanctions; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (C) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries have has not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiariesSubsidiaries, nor any director, director or officer or employee thereof, nor to the Company’s knowledge, any employee, agent, affiliate, representative, or other person acting on behalf of the Company or any of its subsidiariesSubsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”), His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). (B) The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise make available such Net Proceeds to any Subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇Cowen). (C) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries Subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that that, at the time of the dealing or transaction transaction, is or was the subject of Sanctions Sanctions, or in any country or territory that, at the time of the dealing or transaction transaction, is or was the subject of a U.S. government embargo.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor to the Company’s knowledge, any agent, affiliate, representative, or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”), His Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). (B) The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise make available such Net Proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇Cowen). (C) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor nor, to the Company’s knowledge, any agent, affiliate, representative, representative or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”), His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, organized or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). (B) The Company will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (C) Since April 24, 2019, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (Ai) Neither the Company nor any of its subsidiariesSubsidiaries, nor any director, officer or employee thereofthereof acting on behalf of the Company, nor to the Company’s knowledge, any agent, controlled affiliate, representative, or other person acting on behalf of the Company or any of its subsidiariesSubsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (iA) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union (“EU”), His Her Majesty’s Treasury, the Swiss Secretariat of Economic AffairsTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (iiB) located, organized, or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea Korea, Sudan, Syria and Syriathe Crimea). (Bii) The Company will not, directly or indirectly, use the Net ProceedsProceeds (as defined in Section 5(a)), or lend, contribute or otherwise make available such Net Proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: (iA) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (iiB) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇) (Ciii) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries Subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor to the Company’s knowledge, any agent, affiliate, representative, or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”), His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). (B) The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise make available such Net Proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇) (C) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (Ai) Neither the Company nor any of its subsidiariesSubsidiaries and Consolidated Affiliated Entities, nor any director, officer or employee thereof, nor nor, to the knowledge of the Company’s knowledge, any agent, affiliate, representative, affiliate or other person acting on behalf representative of the Company or any of its subsidiariesSubsidiaries and Consolidated Affiliated Entities, is an individual or entity (“Person”) that is, or is owned or controlled by a Person one or more Persons that is: are: (iA) the subject or target of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union (“EU”), His Her Majesty’s Treasury, the Swiss Secretariat of Economic AffairsTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor nor (iiB) located, organized, organized or resident in a country country, region or territory that is is, the subject or target of a U.S. government embargo Sanctions (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson RegionsCrimea, Cuba, Iran, North Korea Korea, Sudan and Syria). (Bii) The Company and its Subsidiaries and Consolidated Affiliated Entities will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: : (iA) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is is, or whose government is, the subject or target of a U.S. government embargoSanctions; or or (iiB) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (Ciii) Since April 24, 2019For the past five years, the Company and its subsidiaries Subsidiaries and Consolidated Affiliated Entities have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargoSanctions.

Compliance with OFAC. (Ai) Neither the Company nor any of its subsidiariesSubsidiaries, nor any director, officer or employee thereof, nor nor, to the knowledge of the Company’s knowledge, any agent, affiliate, representative, affiliate or other person acting on behalf representative of the Company or any of its subsidiariesSubsidiaries, is an individual or entity (the “Person”) that is, or is owned or controlled by a Person one or more Persons that isare: (ix) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union (“EU”), His Her Majesty’s Treasury, the Swiss Secretariat of Economic AffairsTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (iiy) located, organized, organized or resident in a country or territory that is is, the subject of a U.S. government embargo Sanctions (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson RegionsCrimea, Cuba, Iran, North Korea Korea, Sudan and Syria). (Bii) The Company represents and covenants that the Company and its Subsidiaries will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: (ix) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is is, or whose government is, the subject of a U.S. government embargoSanctions; or (iiy) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (Ciii) Since April 24The Company represents and covenants that, 2019for the past five years, the Company and its subsidiaries Subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargoSanctions.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiariesSubsidiaries, nor any director, director or officer or employee thereof, nor to the Company’s knowledge, any employee, agent, affiliate, representative, or other person acting on behalf of the Company or any of its subsidiariesSubsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”), His Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Republic and any other Covered Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson RegionsUkraine identified pursuant to Executive Order 14065, Cuba, Iran, North Korea and Syria). (B) The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise make available such Net Proceeds to any Subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇Cowen). (C) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries Subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (Ai) Neither the Company nor any of its subsidiaries, nor any directornor, officer or employee thereof, nor to the Company’s knowledge, any director, officer, employee, agent, affiliate, representative, or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union (“EU”), His Majesty’s Treasury, the Swiss Secretariat of Economic AffairsTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). (Bii) The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise make available such Net Proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇Cowen). (Ciii) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not knowingly engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (Ai) Neither the Company i3 Verticals Party nor any of its subsidiaries, nor to the Knowledge of the i3 Verticals Parties, any director, officer or employee thereof, nor to the Company’s knowledge, or any agent, affiliate, representative, representative or other person acting on behalf of the Company either i3 Verticals Party or any of its their subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i1) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”)Union, His Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii2) located, organized, organized or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea Korea, Syria and Syriathe Crimea). (Bii) The Company will notNeither i3 Verticals Party will, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: (iA) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (iiB) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (Ciii) Since April 24, 2019For the past five (5) years, the Company i3 Verticals Parties and its their subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor nor, to the Company’s knowledge, any agent, affiliate, representative, representative or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”), His Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, organized or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). (B) The Company will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (C) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (Ai) Neither the Company nor any of its subsidiaries, nor any directordirectors or officers, officer or employee thereofnor, nor to the Company’s knowledge, any employee, agent, affiliate, representative, affiliate or other person acting on behalf representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: : (iA) the subject of any economic, financial sanctions or trade sanctions designated on any applicable prohibited party list administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union (“EU”), His Her Majesty’s Treasury, the Swiss Secretariat of Economic AffairsTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor nor (iiB) located, organized, organized or resident in a country or territory that is the subject of a an embargo by the U.S. government embargo (the “Embargoed Countries”) (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea Korea, Sudan, Syria and SyriaCrimea), but not including Sudan as of January 13, 2017. (Bii) The Unless authorized or not prohibited by the relevant sanctions authorities, the Company will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: : (iA) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargoSanctions, or is an Embargoed Country, respectively; or or (iiB) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (Ciii) Since April 24inception, 2019unless authorized or not prohibited by the relevant sanctions authorities, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions Sanctions, or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargoan Embargoed Country, respectively.

Compliance with OFAC. (A) Neither None of the Company nor Company, any of its subsidiaries, nor any directordirectors or officers or, officer or employee thereof, nor to the knowledge of the Company’s knowledge, any agent, affiliate, representative, employee or other person acting on behalf affiliate of the Company or any of its subsidiaries, subsidiaries is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) currently the subject or the target of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union Union, Her Majesty’s Treasury (“EUHMT”), His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, ) or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) is the Company or any of its subsidiaries located, organized, organized or resident in a country or territory that is the subject or target of a U.S. government embargo (Sanctions, including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson RegionsCrimea, Cuba, Iran, North Korea Korea, and SyriaSyria (each, a “Sanctioned Country”). (B) The ; and the Company will not, not directly or indirectly, indirectly use the Net Proceedsproceeds from the sale of the Shares hereunder, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: person or entity (i) to fund or facilitate any activities of or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctionsperson, or in any country or territory that, at the time of such funding or facilitation, is the subject or target of a U.S. government embargo; any Sanctions, (ii) to fund or finance any activities of or business in any Sanctioned Country, or (iiiii) in any other manner that will result in a violation of Sanctions by any Person person (including ▇▇ ▇▇▇▇▇) (Cany person participating in the transaction, whether as agent, underwriter, advisor, investor or otherwise) Since April 24, 2019of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, and will not engage in, in any direct or indirect dealings or transactions with any Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargoSanctioned Country.

Compliance with OFAC. (Ai) Neither the Company nor any of its subsidiariesSubsidiaries and Affiliated Entities, nor any director, officer officer, or employee thereof, nor nor, to the knowledge of the Company’s knowledge, any agent, affiliate, representative, affiliate or other person acting on behalf representative of the Company or any of its subsidiariesSubsidiaries and Affiliated Entities, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: that: (iA) is or has been the subject of any economic, financial or trade sanctions administered or enforced by the U.S. government, including but not limited to, the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”), His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor or (iiB) is or has been located, organized, organized or resident in a country or territory that is the subject of a U.S. government embargo Sanctions (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson RegionsRegion, Cuba, Iran, North Korea Korea, Sudan and Syria). (Bii) The Company represents and covenants that the Company and its Subsidiaries and Affiliated Entities will not, directly or indirectly, not use the Net Proceedsproceeds of the offering of the Shares, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: (i) Person to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding funding, or facilitationwhose government is, is the subject target of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇)Sanctions; (Ciii) Since April 24The Company represents and covenants that, 2019for the past five years, the Company and its subsidiaries Subsidiaries and Affiliated Entities have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject target of Sanctions or any country entity owned or territory that, at the time of the dealing or transaction controlled by a Person who is or was the subject target of a U.S. government embargoSanctions.

Compliance with OFAC. (A) Neither None of the Company nor Company, any of its subsidiariesSubsidiaries, nor or any director, officer or employee thereof, nor or, to the Company’s knowledge, any agent, affiliate, representative, controlled affiliate or other person acting on behalf representative of the Company or any of its subsidiariesSubsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person one or more Persons that isare: (iA) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”)Control, the United Nations Security Council, the European Union (“EU”)Union, His Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor or (iiB) located, organized, organized or resident in a country or territory that is the subject of a U.S. government embargo Sanctions (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea Korea, Sudan, Syria, Russia, and Syriathe Donetsk, Luhansk and Crimea regions of Ukraine). (B) . The Company will not, directly or indirectly, use the Net Proceedsproceeds of the sale of the Placement Shares, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiary, joint venture partner or other Person: (iA) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargoSanctions; or (iiB) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as underwriter, advisor, investor or otherwise) (C) Since April 24, 2019. For the past five years, the Company and its subsidiaries Subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargoSanctions.

Compliance with OFAC. (A) Neither the Company nor Company, any of its subsidiaries, nor or any director, director or officer or employee thereof, nor to the knowledge of the Company’s knowledge, any agent, employee, affiliate, representative, or other person associated with or acting on behalf of the Company or any of its subsidiaries, subsidiaries is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the currently subject of to any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s United States Government (including the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) and the U.S. Department of State), the United Nations Security Council, the European Union (“EU”)Union, His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or any other relevant sanctions authority (collectively, “Sanctions”), ; nor (ii) is the Company or any of its subsidiaries located, organized, organized or resident in a country or territory that is the subject or the target of a U.S. government embargo (Sanctions, including, without limitation, Russia, Cuba, Iran, North Korea, Syria (with respect to Syria only until July 1, 2025), Crimea, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-Ukrainian government controlled areas of the Zaporizhzhia and Kherson Regionsregions of Ukraine, Cubaor any other Covered Region of Ukraine identified pursuant to Executive Order 14065 (each, Irana “Sanctioned Country”). The Company and its subsidiaries have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with Sanctions. Since April 24, North Korea and Syria). 2019, to the knowledge of the Company, neither the Company nor any of its subsidiaries has engaged in or is now engaged in any dealings or transactions with any Sanctioned Country, or any natural person, corporation, limited liability company, partnership or other type of entity (Bany “Person”) that at the time of this dealing or transaction is or was, or whose government is or was, the subject of Sanctions, to the extent such dealings or transactions would be prohibited by applicable Sanctions. The Company will not, not directly or indirectly, indirectly use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: person or entity, (i) to fund or facilitate any finance the activities of or business of or with any Sanctioned Country, or any Person that, at the time of such funding or facilitation, that is the subject or the target of Sanctions, ; (ii) to fund or in facilitate any country money laundering or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargoterrorist financing activities; or (iiiii) in any other manner that will would cause or result in a violation of any Anti-Corruption Laws, Anti-Money Laundering Laws, or Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Party to this Agreement) (C) Since April 24, 2019, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor to the Company’s knowledge, any agent, affiliate, representative, or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”), His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). (B) The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise make available such Net Proceeds to any Subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇) (C) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor to the Company’s knowledge, any agent, affiliate, representative, or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”), His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regionsregions of Ukraine, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria). (B) The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise make available such Net Proceeds to any Subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇) (C) Since the more recent of (i) April 24, 20192019 and (ii) ten (10) years since the date of this Agreement, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor nor, to the Company’s knowledge, any agent, affiliate, representative, representative or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union (“EU”), His Her Majesty’s Treasury, the Swiss Secretariat of Economic AffairsTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, organized or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea Korea, Syria and Syriathe Crimea) (each, a “Sanctioned Country”). (B) The Company will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (C) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or with any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargoSanctioned Country.

Compliance with OFAC. (Ai) Neither the Company nor any of its subsidiariesSubsidiaries, nor any directornor, officer or employee thereof, nor to the Company’s knowledge, any director, officer, employee, agent, affiliate, representative, representative or other person acting on behalf of the Company or any of its subsidiariesSubsidiaries, is an individual or entity (in this paragraph (yy), “Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union (“EU”), His Her Majesty’s Treasury, the Swiss Secretariat of Economic AffairsTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, organized or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea Korea, Syria and Syriathe Crimea). (Bii) The Company will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (Ciii) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries Subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor to the Company’s knowledge, any agent, affiliate, representative, or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”), His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Cuba, Donetsk People’s Republic, the so-called Iran, Luhansk People’s Republic, the Crimea Region of UkraineNorth Korea, the non-government controlled areas of the Zaporizhzhia Syria and Kherson Regions, Cuba, Iran, North Korea and SyriaCrimea). (B) The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise make available such Net Proceeds to any Subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇Wedbush) (C) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (Aa) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor to nor, the Company’s knowledge, any agent, affiliate, representative, affiliate or other person acting on behalf representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union (“EU”), His Her Majesty’s Treasury, the Swiss Secretariat of Economic AffairsTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, organized or resident in a country or territory that is the subject of a U.S. government embargo Sanctions (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson RegionsCrimea, Cuba, Iran, North Korea and Syria). (Bb) The Company will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargoSanctions; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (Cc) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions Sanctions. Any certificate signed by or any country or territory that, at the time on behalf of the dealing Company and delivered to the Representatives or transaction is or was to counsel for the subject of Underwriters shall be deemed to be a U.S. government embargorepresentation and warranty by the Company to each Underwriter as to the matters covered thereby.

Compliance with OFAC. (A) Neither None of the Company nor any of its subsidiaries, subsidiaries nor any directorofficer, officer or employee director thereof, nor nor, to the knowledge of the Company’s knowledge, any employee, agent, affiliate, representative, or other any person acting on behalf of the Company or any of its subsidiaries, is an individual or entity subsidiaries (“Person”) that isis or, in the past five years, has been (A) engaged in any services (including financial services), transfers of goods, software, or is owned technology, or controlled by a Person that is: any other business activity or dealings related to (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”), His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in a country or territory that is the subject or target of a U.S. government embargo Sanctions (defined below), including, without limitation, Cuba, Iran, North Korea, Syria or the so-called Donetsk People’s Republic, the so-called Luhansk People’s RepublicRepublic and the Crimea regions of Ukraine (“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 owned or controlled by the government of, any Sanctioned Country, or (iv) any person, entity or organization made subject or target of any sanctions administered or enforced by the United States Government (including the US Department of Treasury, Office of Foreign Assets Control and the US Department of State), including, without limitation, the Crimea Region list of UkraineSpecially 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 nonEuropean Union, His Majesty’s Treasury-government controlled areas UK, or other relevant sanctions authority (collectively, “Sanctions”) and the Company will not directly or indirectly use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any of its subsidiaries, or any joint venture partner or other person or entity, for the Zaporizhzhia and Kherson Regionspurpose of financing the activities of or business with any person, Cubaor in any country or territory, Iranthat currently is the subject to any U.S. sanctions administered by OFAC or in any other manner that will result in a violation by any person (including any person participating in the transaction whether as underwriter, North Korea and Syria). advisor, investor or otherwise) of U.S. sanctions administered by OFAC; (B) engaged in any transfers of goods, technologies or services (including financial services) that may assist the governments of Sanctioned Countries or facilitate money laundering or other activities proscribed by United States laws, rules or regulations; (C) is a person, entity or organization currently the subject of any Sanctions; or (D) located, organized or resident in any Sanctioned Country. The Company will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: Person (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargoSanctioned Country; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇) (C) Since April 24, 2019, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at participating in the time of the dealing offering, whether as underwriter, advisor, investor or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargootherwise).

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor nor, to the Company’s knowledgeKnowledge, any agent, affiliate, representative, representative or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union (“EU”), His Majesty’s TreasuryTreasury (“HMT”), the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, organized or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). (B) The Company will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargoembargo except to the extent permitted for a Person required to comply with Sanctions; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (C) Since April 24, 2019, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargoembargo except to the extent permitted for a Person required to comply with Sanctions. (tt) Reserved.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, Subsidiaries nor any director, officer or employee thereofofficer, nor or, to the Company’s knowledgebest knowledge after due and careful inquiry, any agent, affiliateemployee, representative, Affiliate or other person acting on behalf representative of the Company or any of its subsidiariesSubsidiaries, is or undertakes any business with an individual or entity (an “OFAC Person”) that is, or is owned or controlled by a Person that is: an OFAC Person, (i) that is the subject or target of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union (“EU”)Union, His Majesty’s Treasury, the Swiss Secretariat of Economic AffairsHong Kong Monetary Authority, or other relevant sanctions authority (collectively, “Sanctions”), nor and (ii) located, organized, organized or resident in a country country, region or territory that is is, or whose government is, the subject or the target of a U.S. government embargo (Sanctions, including, without limitation, the so-called Donetsk People’s RepublicRussia, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson RegionsCrimea, Cuba, Iran, North Korea Korea, Sudan and SyriaSyria (each, a “Sanctioned Country”). (B) The ; and the Company and its Subsidiaries and their respective directors and officers, employees, agents, Affiliates or Representative will not, not directly or indirectly, indirectly use the Net Proceedsproceeds of this offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: OFAC Person (iiii) to fund or facilitate any activities of or business of or with any OFAC Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (iv) to fund or facilitate any activities or business in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; Sanctioned Country or (iiv) in any other manner that will result in a violation of Sanctions by any OFAC Person (including ▇▇ ▇▇▇▇▇) (Cany OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since April 24, 2019their respective inception, the Company and its subsidiaries Subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, and will not engage in, in any direct or indirect dealings or transactions with any OFAC Person that at the time of the dealing or transaction is or was was, or whose government is or was, the subject or the target of Sanctions or with any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargoSanctioned Country.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor to the Company’s knowledge, any agent, affiliate, representative, or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”), His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). (B) The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise make available such Net Proceeds to any Subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇T▇ ▇▇▇▇▇) (C) Since April 24, 2019For the past ten (10) years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor to the Company’s knowledge, any agent, affiliate, representative, or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”)Control, the United Nations Security Council, the European Union (“EU”)Union, His Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea Korea, Sudan, Syria and Syriathe Crimea). (B) The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise make available such Net Proceeds to any Subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇). (C) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiariesdirectors, nor any directorofficers or employees, officer or employee thereofnor, nor to the Company’s knowledge, any agent, affiliate, representative, representative or other person acting on behalf of the Company or any of its subsidiariesCompany, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”)Union, His Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, organized or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea Korea, and Syria). (B) The Company will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (C) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries have has not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiariesSubsidiaries, nor any director, officer or employee thereof, nor to the Company’s knowledge, any agent, affiliate, representative, or other person acting on behalf of the Company or any of its subsidiariesSubsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”)Control, the United Nations Security Council, the European Union (“EU”)Union, His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). (B) The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise make available such Net Proceeds to any Subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇). (C) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries Subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiariesthe Controlled Entities, nor any director, officer or employee thereof, nor nor, to the knowledge of the Company’s knowledge, any agent, affiliate, representative, representative or any other person acting for or on behalf of the Company or any of its subsidiariesthe Controlled Entities, is an individual or entity (“Person”) that is, or is owned 50% or more or controlled by a one or more Person that isare: (iI) subject to or the subject target of any economic, financial or trade sanctions administered or enforced by the U.S. government, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State and the U.S. Department of Commerce, including, without limitation, the designation as a “specially designated national” or “blocked person”, the United Nations Security CouncilCouncil (“UNSC”), the European Union (“EU”), His Her Majesty’s Treasury, the Swiss Secretariat of Economic AffairsTreasury (“HMT”), or other relevant applicable sanctions authority (collectively, “Sanctions”), nor (iiII) located, organized, organized or resident in or otherwise affiliated with a country or territory that is is, or whose government is, subject to or the subject target of a U.S. government embargo Sanctions (as of the date hereof, including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea Korea, and Syria) (each, a “Sanctioned Territory”).. No inquiry, action, suit, proceeding or, to the knowledge of the Company, investigation, by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of the Controlled Entities, or, to the knowledge of the Company, any agent, affiliate, representative or any other person acting for or on behalf of the Company or any of the Controlled Entities, with respect to Sanctions, is pending or, to the knowledge of the Company, threatened; (B) The Company represents and covenants that the Company and the Controlled Entities will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person, including the Controlled Entities: (iI) to fund or facilitate any activities or business of or with any Person thatthat is subject to or the target of Sanctions, at any Person that is owned 50% or more or controlled by one or more Persons that are subject to or the time of such funding or facilitation, is the subject target of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargoSanctioned Territory; or (iiII) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as underwriter, advisor, investor or otherwise); (C) Since April 24, 2019, The Company represents and covenants that the Company and its subsidiaries the Controlled Entities, since their respective dates of incorporation, have not knowingly [knowingly] engaged in, are not now knowingly [knowingly] engaged in, and will not engage in, any direct or indirect dealings or transactions transactions, directly or knowingly indirectly, with any Person that at is subject to or the time target of Sanctions, any Person that is owned 50% or more or controlled by one or more Persons that are subject to or the target of Sanctions, or in any Sanctioned Territory; and (D) None of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time issue and sale of the dealing Offered Shares, the execution, delivery and performance of this Agreement, the consummation of any other transaction contemplated hereby, or transaction is or was the subject provision of services contemplated by this Agreement to the Company will result in a U.S. government embargoviolation of any Sanctions. [Each of the Company and the Controlled Entities shall institute and maintain, and will continue to maintain, policies and procedures designed to promote and achieve compliance with Sanctions and with the representation and warranty contained herein.]

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor to the Company’s knowledge, any agent, affiliate, representative, or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union (“EU”), the European Union, His Majesty’s Treasury, the Swiss Secretariat of Economic AffairsTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson RegionsRussia, Cuba, Iran, North Korea and Syria). (B) The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise make available such Net Proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇Cowen). (C) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor to the Company’s knowledge, any agent, affiliate, representative, or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”), His Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s RepublicCuba, Iran, North Korea, Sudan, Syria, the so-called Luhansk People’s Republic, the so-called Donetsk People’s Republic and the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and SyriaRegion). (B) The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise make available such Net Proceeds to any Subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇Cowen) (C) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, Subsidiaries nor any director, officer or employee thereof, nor nor, to the Company’s knowledge, any agent, affiliate, representative, representative or other person acting on behalf of the Company or any of its subsidiariesSubsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union (“EU”), His Majesty’s Treasury, the Swiss Secretariat of Economic AffairsTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, organized or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). (B) The Company will not, directly or indirectly, use the Net ProceedsProceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds to any Subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as agent, principal advisor, investor or otherwise). (C) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries Subsidiaries, if any, have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (A) Neither None of the Company nor Company, any of its subsidiaries, nor or any directordirectors, officer officers, or employee thereofemployees of the Company or any subsidiary, nor nor, to the Company’s knowledge, any agent, affiliate, representative, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that subsidiaries is, or is owned or controlled by a Person one or more individuals or entities that is: (i) are, currently the subject or the target of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union (“EU”)Union, His Majesty’s TreasuryTreasury (“HMT”), Swiss State Secretariat of Economic Affairs (“SECO”), the Swiss Secretariat Directorate of Economic Affairs, International Law (“DIL”) or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) is the Company or any of its subsidiaries or any directors, officers, or employees of the Company or any subsidiary, nor, to the Company’s knowledge, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries, located, organized, organized or resident in a country or territory that is the subject or target of a U.S. government embargo (Sanctions, including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and SyriaSyria (before July 1, 2025) (each, a “Sanctioned Country”). (B) The ; and the Company will not, not directly or indirectly, indirectly use the Net Proceedsproceeds of the offering of the Placement Shares hereunder, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: person or entity (i) to fund or facilitate any activities of or business of or with any Person person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; Sanctioned Country or (iiiii) in any other manner that will result in a violation of Sanctions by any Person person (including ▇▇ ▇▇▇▇▇) (Cany person participating in the transaction, whether as underwriter, advisor, investor or otherwise) Since April 24, 2019, the of Sanctions. The Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, in and will not knowingly engage in, in any direct or indirect dealings or transactions with any Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargoSanctioned Country.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor to the Company’s knowledge, any agent, affiliate, representative, or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”)Union, His Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea Korea, Sudan, Syria and Syriathe Crimea). (B) The Company will not, directly or indirectly, use the Net Proceedsproceeds of the offering, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (C) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiariesSubsidiaries, nor any director, officer or employee thereofof, nor to the Company’s knowledge, any agent, affiliate, representative, or other person acting on behalf of of, the Company or any of its subsidiariesSubsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union (“EU”), His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). (B) The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise make available such Net Proceeds to any Subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargoembargo in violation of any Sanctions; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including ▇▇ ▇▇▇▇▇). (C) Since April 24, 2019For the past five (5) years, the Company and its subsidiaries Subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargoembargo in violation of any Sanctions.

Compliance with OFAC. (Ai) Neither the Company nor any of its subsidiariessubsidiaries or Affiliated Entities, nor any director, director or officer or employee thereof, nor nor, to the knowledge of the Company’s knowledge, any employee, agent, affiliate, representative, affiliate or other person acting on behalf representative of the Company or any of its subsidiariessubsidiaries or Affiliated Entities, is or undertakes any business with an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: : (iA) the subject or the target of any economic, financial or trade sanctions administered or enforced by the U.S. Government (including without limitation, the Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union (“EU”), His Her Majesty’s TreasuryTreasury (“HMT”), the Swiss State Secretariat for Economic Affairs (“SECO”) or the Swiss Directorate of Economic AffairsInternational Law, the Monetary Authority of Singapore (“MAS”), the Hong Kong Monetary Authority (“HKMA”), or other relevant sanctions authority (collectively, “Sanctions”), nor nor (iiB) located, organized, organized or resident in a country country, region or territory that is is, or whose government is, the subject or the target of a U.S. government embargo (Sanctions, including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and SyriaSyria (each, a “Sanctioned Country”). (Bii) The Company and its subsidiaries and Affiliated Entities will not, directly or knowingly indirectly, direct the Underwriter to use the Net Proceedsproceeds of the Offering hereunder, or lend, contribute or otherwise make available such Net Proceeds proceeds to any Subsidiarysubsidiary, joint venture partner or other Person: : (iA) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is is, or whose government is, the subject or the target of Sanctions, ; (B) to fund or facilitate any activities of or business in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargoSanctioned Country; or or (iiiii) in any other manner that will result in a violation of Sanctions Sanctions, Anti-Corruption Law and Anti-Money Laundering Law by any Person (including ▇▇ ▇▇▇▇▇any Person participating in the Offering, whether as underwriter, advisor, investor or otherwise). (Civ) Since April 24, 2019For the past five years, the Company and its subsidiaries and Affiliated Entities have not knowingly engaged in, are not now knowingly engaged in, and will not knowingly engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was was, or whose government was, the subject or the target of Sanctions or with any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargoSanctioned Country.