Common use of Compliance with OFAC Clause in Contracts

Compliance with OFAC. i. None of the Company or its Subsidiaries, nor any director, officer or employee thereof, nor, to the Company’s knowledge, any agent, affiliate or representative of any of the Company or its Subsidiaries, is an individual or entity that is, or is owned or controlled by an individual or entity that is: A. the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor B. located, organized or resident in a country or territory that is the subject of Sanctions (including, Burma/Myanmar, Iran, Libya, North Korea, Sudan and Syria). ii. The Company will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity: A. to fund or facilitate any activities or business of or with any individual or entity or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or B. in any other manner that will result in a violation of Sanctions by any individual or entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise). iii. For the past five years, none of the Company or its Subsidiaries has knowingly engaged in, and is now knowingly engaged in, any dealings or transactions with any individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. i. None of the Company or its Subsidiaries, nor any director, officer or employee thereof, nor, to the Company’s knowledge, any agent, affiliate or representative of any of the Company or its Subsidiaries, is an individual or entity that is, or is owned or controlled by an individual or entity that is: A. the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor B. located, organized or resident in a country or territory that is the subject of Sanctions (including, Burma/Myanmar, Iran, Libya, North Korea, Sudan and Syria)) save except for Hong Kong. ii. The Company will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity: A. to fund or facilitate any activities or business of or with any individual or entity or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or B. in any other manner that will result in a violation of Sanctions by any individual or entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise). iii. For the past five years, none of the Company or its Subsidiaries has knowingly engaged in, and is now knowingly engaged in, any dealings or transactions with any individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. i. None of the Company or its Subsidiaries, nor any director, officer or employee thereof, nor, to the Company’s knowledge, any agent, affiliate or representative of any of the Company or its Subsidiaries, is an individual or entity that is, or is owned or controlled by an individual or entity that is: A. the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor B. located, organized or resident in a country or territory that is the subject of Sanctions (including, Burma/Myanmar, Iran, Libya, North Korea, Sudan and Syria)) save except for Hong Kong. ii. The Company will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity: A. to fund or facilitate any activities or business of or with any individual or entity or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; Sanctions; or B. in any other manner that will result in a violation of Sanctions by any individual or entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise). iii. For the past five years, none of the Company or its Subsidiaries has knowingly engaged in, and is now knowingly engaged in, any dealings or transactions with any individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. i. None of the Company or its SubsidiariesControlled Entities, nor any director, officer or employee thereof, nor, to the Company’s knowledge, any agent, affiliate or representative of any of the Company or its SubsidiariesControlled Entities, is an individual or entity that is, or is owned or controlled by an individual or entity that is: A. the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor B. located, organized or resident in a country or territory that is the subject of Sanctions (including, Burma/Myanmar, Iran, Libya, North Korea, Sudan and Syria). ii. The Company will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity: A. to fund or facilitate any activities or business of or with any individual or entity or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or B. in any other manner that will result in a violation of Sanctions by any individual or entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise). iii. For the past five years, none of the Company or its Subsidiaries Controlled Entities has knowingly engaged in, and is now knowingly engaged in, any dealings or transactions with any individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. i. None of the Company or its Subsidiaries, nor to the Company’s knowledge, any director, officer or employee thereof, nor, to the Company’s knowledge, any agent, affiliate or representative of any of the Company or its Subsidiaries, is an individual or entity that is, or is owned or controlled by an individual or entity that is: A. the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor B. located, organized or resident in a country or territory that is the subject of Sanctions (including, Burma/Myanmar, Iran, Libya, North Korea, Sudan and Syria). ii. The Company will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity: A. to fund or facilitate any activities or business of or with any individual or entity or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or B. in any other manner that will result in a violation of Sanctions by any individual or entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise). iii. For the past five (5) years, none of the Company or its Subsidiaries has knowingly engaged in, and is now knowingly engaged in, any dealings or transactions with any individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. i. None of the Company or its Subsidiaries, nor any director, officer or employee thereof, nor, to the Company’s knowledge, any agent, affiliate or representative of any of the Company or its Subsidiaries, is an individual or entity that is, or is owned or controlled by an individual or entity that is: A. the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor B. located, organized or resident in a country or territory that is the subject of Sanctions (including, including Burma/Myanmar, Iran, Libya, North Korea, Sudan and Syria). ii. The Company will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity: A. to fund or facilitate any activities or business of or with any individual or entity or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or B. in any other manner that will result in a violation of Sanctions by any individual or entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise). iii. For the past five years, none of the Company or its Subsidiaries has knowingly engaged in, and is now knowingly engaged in, any dealings or transactions with any individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. i. None of the Company or its Subsidiaries, nor any director, officer or employee thereof, nor, to the Company’s knowledge, any agent, affiliate or representative of any of the Company or its Subsidiaries, is an individual or entity that is, or is owned or controlled by an individual or entity that is: A. the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor B. located, organized or resident in a country or territory that is the subject of Sanctions (including, Burma/Myanmar, Iran, Libya, North Korea, Sudan and Syria). ii. The Company will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity: A. to fund or facilitate any activities or business of or with any individual or entity or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or B. in any other manner that will result in a violation of Sanctions by any individual or entity (including any individual or entity participating in the offeringOffering, whether as underwriter, advisor, investor or otherwise). iii. For the past five years, none of the Company or its Subsidiaries has knowingly engaged in, and is now knowingly engaged in, any dealings or transactions with any individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. i. (i) None of the Company or Company, any of its Subsidiariessubsidiaries, nor any director, officer or employee thereof, noror, to the Company’s knowledge, any director, officer, agent, employee, affiliate or representative of any of the Company or any of its Subsidiariessubsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by an individual or entity a Person that is: A. : (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets ControlControl (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European UnionUnion (“EU”), Her Majesty’s TreasuryTreasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions”), nor B. nor (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, Burma/Myanmarwithout limitation, Cuba, Iran, Libya, North Korea, Sudan Syria and Syriathe Crimea region of Ukraine). (ii. ) The Company will not, directly or indirectly, use the proceeds of the Offeringoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity: A. Person: (i) to fund or facilitate any activities or business of or with any individual or entity Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or B. or (ii) in any other manner that will result in a violation of Sanctions by any individual or entity Person (including any individual or entity Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii. ) For the past five (5) years, none of the Company or and its Subsidiaries has subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and is now knowingly engaged will not engage in, any direct or indirect dealings or transactions with any individual or entityPerson that, or in any country or territory, that at the time of the dealing or transaction transaction, is or was the subject of Sanctions.

Compliance with OFAC. i. None of (A) Neither the Company or its Subsidiaries, nor any director, officer or employee thereofof its subsidiaries, nor, to the Company’s knowledgeKnowledge, any director, officer, agent, employee or affiliate or representative of any of the Company or any of its Subsidiariessubsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by an individual or entity a Person that is: A. : (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets ControlControl (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European UnionUnion (“EU”), Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor B. nor (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, Burma/Myanmarwithout limitation, Cuba, Iran, Libya, North Korea, Sudan and Syria). ii. (B) The Company will not, directly or indirectly, use the proceeds of the Offeringoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity: A. Person: (i) to fund or facilitate any activities or business of or with any individual or entity Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or B. or in any other manner that will result in a violation of Sanctions by any individual or entity Person (including any individual or entity Person participating in the offering, whether as underwriter, advisor, investor or otherwise). iii. (C) For the past five (5) years, none of the Company or and its Subsidiaries has subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and is now knowingly engaged will not engage in, any dealings or transactions with any individual or entityPerson, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. i. None of (i) Neither the Company or its Subsidiaries, nor any directorof its directors, officer officers or employee thereofemployees, nor, to the Company’s knowledge, any agent, affiliate or representative of any of the Company or its SubsidiariesCompany, is an individual or entity that is, or is owned or controlled by an individual or entity that is: A. (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets ControlControl (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor B. (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, Libya, North Korea, Sudan and Syria). (ii. ) The Company will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity: A. (A) to fund or facilitate any activities or business of or with any individual or entity or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or B. (B) in any other manner that will result in a violation of Sanctions by any individual or entity (including any individual or entity participating in the offeringOffering, whether as underwriter, advisor, investor or otherwise). (iii. ) For the past five (5) years, none of the Company or its Subsidiaries has not knowingly engaged in, and is not now knowingly engaged in, any dealings or transactions with any individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. i. None of (i) Neither the Company or nor any of its Subsidiariessubsidiaries, nor any director, officer officer, or employee thereof, nor, to the Company’s knowledge, any agent, affiliate or representative of any of the Company or any of its Subsidiariessubsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by an individual or entity a Person that is: A. (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor B. (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, Burma/Myanmarwithout limitation, Crimea, Cuba, Iran, Libya, North Korea, Sudan Korea and Syria). ii. (iii) The Company will not, directly or indirectly, use the proceeds of the Offeringoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entityPerson: A. (iv) to fund or facilitate any activities or business of or with any individual or entity Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or B. (v) in any other manner that will result in a violation of Sanctions by any individual or entity Person (including any individual or entity Person participating in the offering, whether as underwriter, agent, advisor, investor or otherwise). iii. (vi) For the past five years, none of the Company or and its Subsidiaries has subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and is now knowingly engaged will not engage in, any dealings or transactions with any individual or entityPerson, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. i. None of the Company or its Subsidiaries, nor any director, officer or employee thereof, nor, to the Company’s knowledge, any agent, affiliate or representative of any of the Company or its Subsidiaries, is an individual or entity that is, or is owned or controlled by an individual or entity that is: A. the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor B. located, organized or resident in a country or territory that is the subject of Sanctions (including, Burma/Myanmar, Crimea, Cuba, Iran, Libya, North Korea, Russia, Sudan and Syria)) save except for Hong Kong. ii. The Company will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity: A. to fund or facilitate any activities or business of or with any individual or entity or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or B. in any other manner that will result in a violation of Sanctions by any individual or entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise). iii. For the past five ten years, none of the Company or its Subsidiaries has knowingly engaged in, and is now knowingly engaged in, any dealings or transactions with any individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. i. None of (i) Neither the Company or nor any of its Subsidiariessubsidiaries, nor any director, officer or employee thereofofficer, nor, to the Company’s knowledge, any director, employee, agent, affiliate or representative of any of the Company or any of its Subsidiariessubsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by an individual or entity a Person that is: A. : (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor B. ; nor (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, Burma/Myanmarwithout limitation, Cuba, Iran, Libya, North Korea, Sudan and Syria). (ii. The ) the Company will not, not directly or indirectly, indirectly use the proceeds of the Offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity: A. Person: (A) to fund or facilitate any activities or business of or with any individual or entity Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or B. or (B) in any other manner that will result in a violation of Sanctions by any individual or entity Person (including any individual or entity Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii. ) For the past five years, none of the Company or and its Subsidiaries has subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and is now knowingly engaged will not engage in, any dealings or transactions with any individual or entityPerson, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.