Common use of No Consents Required Clause in Contracts

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for the registration of the Placement Shares under the Securities Act, and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange in connection with the sale of the Placement Shares by the Agent.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or the issuance and sale by the Company of the Placement Shares as and the consummation of the transactions contemplated hereby, except for (i) such as has been obtained or made, (ii) the registration of the Placement Shares under the Securities Act, Act and such consents, approvals, authorizations, orders and (iii) registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange and under applicable state securities laws in connection with the sale purchase and distribution of the Placement Shares by the AgentUnderwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or the issuance and sale by the Company of the Placement Shares as and the consummation of the transactions contemplated hereby, except for (i) such as has been obtained or made, (ii) the registration of the Placement Shares under the Securities Act, Act and such consents, approvals, authorizations, orders orders, and (iii) registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange and under applicable state securities laws in connection with the sale purchase and distribution of the Placement Shares by the AgentUnderwriters.

No Consents Required. No consent, filing, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or the issuance and sale of the Shares and the consummation by the Company of the Placement Shares as transactions contemplated herebyby this Agreement, except for the registration of the Placement Shares under the Securities Act, Act and such filings, consents, approvals, authorizations, orders and registrations or qualifications (i) which have been obtained or made or (ii) as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”), the NASDAQ Market and under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange in connection with the sale purchase and distribution of the Placement Shares by the AgentUnderwriters.

No Consents Required. No consent, filing, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or the issuance and sale of the Shares by the Company and the consummation by the Company of the Placement Shares as transactions contemplated herebyby this Agreement, except for (i) the registration of the Placement Shares under the Securities Act, and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange or under applicable state securities laws in connection with the sale purchase and distribution of the Placement Shares by the AgentUnderwriters and (iii) those that have already been obtained.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or the issuance and sale by the Company of the Placement Shares as contemplated herebyby this Agreement, except for (i) the registration of the Placement Shares under the Securities Act, ; and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange in connection with the sale of the Placement Shares by the Agent.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreementeach of the Transaction Documents, or the issuance and sale of the Shares and the consummation of the transactions contemplated by the Company of Transaction Documents or the Placement Shares as contemplated herebyPricing Disclosure Package and the Prospectus, except for the registration of the Placement Shares under the Securities Act, Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange and under applicable state securities laws in connection with the sale purchase and distribution of the Placement Shares by the AgentUnderwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or the issuance and sale by the Company of the Placement Shares as and the consummation of the transactions contemplated herebyby this Agreement, except for the registration of the Placement Shares under the Securities Act, Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules Nasdaq Market in regards to the listing of the Shares, by the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange and under applicable state securities laws in connection with the sale purchase and distribution of the Placement Shares by the AgentUnderwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or and the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for the registration of the Placement Shares under the Securities Act, Act and pursuant to the Registration Statement and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange Exchange, including any notices that may be required by the Exchange, in connection with the sale of the Placement Shares by the Agent.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for the registration of the Placement Shares under the Securities Act, and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange in connection with the sale of the Placement Shares by the AgentMLV.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or and the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for the registration of the offering of the Placement Shares under the Securities Act, the filing of the Prospectus with the Commission and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange in connection with the sale of the Placement Shares by the AgentMLV.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreementeach of the Transaction Documents, or the issuance and sale of the Units and the consummation of the transactions contemplated by the Company of the Placement Shares as contemplated herebyTransaction Documents, except for the registration of the Placement Units and the Ordinary Shares and the Warrants included in the Units under the Securities Act, Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange and under applicable state securities laws in connection with the sale purchase and distribution of the Placement Shares Units by the AgentUnderwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or the issuance and sale of the Shares and the consummation by the Company of the Placement Shares as transactions contemplated herebyby this Agreement, except for the registration of the Placement Shares under the Securities Act, Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”), the Nasdaq Market and under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange in connection with the sale purchase and distribution of the Placement Shares by the AgentUnderwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreementeach of the Transaction Documents, or the issuance and sale of the Units and the consummation of the transactions contemplated by the Company of the Placement Shares as contemplated herebyTransaction Documents, except for the registration of the Placement Shares Units and the shares of Common Stock and the Public Warrants under the Securities Act, Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange and under applicable state securities laws in connection with the sale purchase and distribution of the Placement Shares Public Units by the AgentUnderwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or and the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for the registration of the Placement Shares under the Securities Act, Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange Exchange, including any notices that may be required by Exchange, in connection with the sale of the Placement Shares by the AgentMLV.

No Consents Required. No consent, filing, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of each of this Agreement, or the issuance and sale by the Company of the Placement Shares as and the consummation of the transactions contemplated herebyby this Agreement, except for the registration of the Placement Shares under the Securities Act, Act and such consents, approvals, authorizations, orders and registrations or qualifications (i) which have been obtained or made or (ii) as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange and under applicable state securities laws in connection with the sale purchase and distribution of the Placement Shares by the AgentUnderwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreementeach of the Transaction Documents, or the issuance and sale of the Units and the consummation of the transactions contemplated by the Company of the Placement Shares as contemplated herebyTransaction Documents, except for the registration of the Placement Units and Ordinary Shares and the Warrants included in the Units under the Securities Act, Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange and under applicable state securities laws in connection with the sale purchase and distribution of the Placement Shares Units by the AgentUnderwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or and the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for the registration of the Placement Shares under the Securities Act, Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange Exchange, including any notices that may be required by Exchange, in connection with the sale of the Placement Shares by the AgentAgents.

No Consents Required. No consent, filing, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or the issuance and sale by the Company of the Placement Shares as and the consummation of the transactions contemplated herebyby this Agreement, except such as have already been obtained or for the registration of the Placement Shares under the Securities Act, Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of Nasdaq, the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange in connection with the sale of the Placement Shares by the Agentand under applicable state securities laws.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or the issuance and sale by the Company of the Placement Shares as and the consummation of the transactions contemplated herebyby this Agreement, except for the registration of the Placement Shares under the Securities Act, Act and such consents, approvals, authorizations, orders and registrations or qualifications as have already been obtained or made or as may be required under by the rules of the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange under applicable state securities laws in connection with the sale purchase and distribution of the Placement Shares by the AgentUnderwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or and the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for the registration of the Placement Shares under the Securities Act, Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and Act, applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange in connection with the sale of the Placement Shares by the AgentMLV.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or and the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for the registration of the Placement Shares under the Securities Act, Act and pursuant to the Registration Statement and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange Exchange, including any notices that may be required by the Exchange, in connection with the sale of the Placement Shares by the Agent.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or and the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for the registration of the Placement Shares under the Securities Act, Act and pursuant to the Registration Statement and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange Exchange, including any notices that may be required by the Exchange, in connection with the sale of the Placement Shares by the AgentAgents.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or and the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for the registration of the Placement Shares under the Securities Act, Act and pursuant to the Registration Statement and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange Exchange, including any notices that may be required by the Exchange, in connection with the sale of the Placement Shares by the AgentMLV.

No Consents Required. No consent, filing, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or the issuance and sale of the Shares and the consummation by the Company of the Placement Shares as transactions contemplated herebyby this Agreement, except for the registration of the Placement Shares under the Securities Act, Act and such filings, consents, approvals, authorizations, orders and registrations or qualifications (i) which have been obtained or made or (ii) as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”), the Nasdaq Market and under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange in connection with the sale purchase and distribution of the Placement Shares by the AgentUnderwriters.

No Consents Required. No consent, filing, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or the issuance and sale of the Shares and the consummation by the Company of the Placement Shares as transactions contemplated herebyby this Agreement, except for the registration of the Placement Shares under the Securities Act, Act and such filings, consents, approvals, authorizations, orders and registrations or qualifications (i) which have been obtained or made or (ii) as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange and under applicable state securities laws in connection with the sale purchase and distribution of the Placement Shares by the AgentUnderwriters.

No Consents Required. No Except as set forth in the Registration Statement or Prospectus, no consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or the issuance and sale by the Company of the Placement Shares as contemplated herebyShares, except for the registration of the Placement Shares under the Securities Act, Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange in connection with the sale of the Placement Shares by the Agent.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or and the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for the registration of the Placement Shares under the Securities Act, Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange Exchange, including any notices that may be required by the Exchange, in connection with the sale of the Placement Shares by the AgentMLV.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or Agreement and the issuance and sale by the Company of the Placement Shares as contemplated herebyShares, except for the registration of the Placement Shares under the Securities Act, the filing of the Registration Statement and the Prospectus and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange in connection with the sale of the Placement Shares by Agents or by the AgentBermuda Monetary Authority.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or the issuance and sale by the Company of the Placement Shares as and the consummation of the transactions contemplated hereby, except for (i) such as has been obtained or made, (ii) the registration of the Placement Shares under the Securities Act, Act and such consents, approvals, authorizations, orders and (iii) registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange and under applicable state securities laws in connection with the sale purchase and distribution of the Placement Shares by the AgentUnderwriter.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or and the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for the registration of the Placement Shares under the Securities Act, Act pursuant to the Registration Statement and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange Exchange, including any notices that may be required by the Exchange, in connection with the sale of the Placement Shares by the AgentMLV.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or and the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for the registration of the Placement Shares under the Securities Act, Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and Act, applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange Exchange, including any notices that may be required by Exchange, in connection with the sale of the Placement Shares by the AgentMLV.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or the issuance and sale by the Company of the Placement Shares as contemplated herebyby this Agreement, except for (i) the registration of the Placement Shares under the Securities Act, ; and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws by‑laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange in connection with the sale of the Placement Shares by the Agent.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or Agreement and the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for the registration of the Placement Shares under the Securities Act, Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange Exchange, including any notices that may be required by Exchange, in connection with the sale of the Placement Shares by the Agent.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement or any Terms Agreement, or the issuance and sale of the Shares and the consummation of the transactions contemplated by this Agreement or by any Terms Agreement and by the Company of the Placement Shares as contemplated herebyProspectus, except for (i) the registration of the Placement Shares under the Securities Act, and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange and under applicable state securities laws in connection with the sale purchase and distribution of the Placement Shares by the AgentShares.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or the issuance and sale by the Company of the Placement Shares as and the consummation of the transactions contemplated herebyby this Agreement, except for consents required to consummate the transactions contemplated by the Acquisition Agreement as set forth therein, the registration of the Placement Shares under the Securities Act, Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange and under applicable state securities laws in connection with the sale purchase and distribution of the Placement Shares by the AgentUnderwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or and the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for the registration of the Placement Shares under the Securities Act, Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange Exchange, including any notices that may be required by Exchange, in connection with the sale of the Placement Shares by the AgentFBR.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or Agreement and the issuance and sale by the Company of the Placement Shares as contemplated herebyShares, except for the registration of the Placement Shares under the Securities Act, the filing of the Registration Statement and the Prospectus and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange in connection with the sale of the Placement Shares by Agent or by the AgentBermuda Monetary Authority.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for the registration of the Placement Shares under the Securities Act, and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange in connection with the sale of the Placement Shares by the AgentMLV.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or and the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for the registration of the offering of the Placement Shares under the Securities Act, the filing of the Prospectus with the Commission and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange in connection with the sale of the Placement Shares by the AgentUSCA.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or the issuance and sale by the Company of the Placement Shares Securities as contemplated hereby, except for the registration of the Placement Shares Securities under the Securities Act, and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange in connection with the sale of the Placement Shares Securities by the Agent.

No Consents Required. No filing with, consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement or any Terms Agreement, or the issuance and sale by the Company of the Placement Shares as and the consummation of the transactions contemplated herebyhereby or by any Terms Agreement, except for the registration of the Placement Shares under the Securities Act(i) such as has been obtained or made, and (ii) such consents, approvals, authorizations, orders and orders, registrations or qualifications qualifications, if any, as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange and under applicable state securities laws in connection with the sale placement of the Placement Shares by the AgentDeutsche Bank Securities.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company and Brilliant Earth of this Agreementeach of the Transaction Documents to which it is a party, or the issuance and sale of the Shares by the Company and the consummation of the Placement Shares as transactions contemplated herebyby the Transaction Documents, except for the registration of the Placement Shares under the Securities Act, Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under by the Financial Industry Regulatory Authority, Inc. (“FINRA”), the Exchange Act and or under applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange in connection with the sale purchase and distribution of the Placement Shares by the AgentUnderwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority Governmental Authority having jurisdiction over the Company or any of its Subsidiaries or any of their property or assets is required for the execution, delivery and performance by the Company of this Agreement, or the issuance sale of the Offered Securities and sale the consummation of the transactions contemplated by the Company of the Placement Shares as contemplated herebythis Agreement, except for the registration of the Placement Shares Offered Securities under the Securities Act, Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange under applicable state securities laws in connection with the sale purchase and distribution of the Placement Shares Offered Securities by the AgentUnderwriters.

No Consents Required. No Except as set forth in the Registration Statement or Prospectus, no consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or the issuance and sale by the Company of the Placement Shares as contemplated herebyShares, except for the registration of the Placement Shares under the Securities Act, Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange in connection with the sale of the Placement Shares by the Agent.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or and the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for the registration of the offering of the Placement Shares under the Securities Act, the filing of the Prospectus with the Commission and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws by‑laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange in connection with the sale of the Placement Shares by the AgentMLV.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or and the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for the registration of the Placement Shares under the Securities Act, Act pursuant to the Registration Statement and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange Exchange, including any notices that may be required by the Exchange, in connection with the sale of the Placement Shares by the AgentDistribution Agents.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company Governmental Authority is required for the execution, delivery and performance by the Company of this Agreement, or Agreement and consummation of the issuance transactions contemplated hereby and sale by the Company Registration Statement, the Time of Sale Prospectus and the Placement Shares as contemplated herebyProspectus, except for the registration of the Placement Shares under the Securities Act, and such consents, approvals, authorizations, orders and registrations or qualifications as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under the Exchange Act applicable federal and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange Nasdaq in connection with the sale of the Placement Shares by the AgentOffered Shares.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or and the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for the registration of the Placement Shares under the Securities Act, Act and pursuant to the Registration Statement and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange Exchange, including any notices that may be required by the Exchange, in connection with the sale of the Placement Shares by the AgentFBR.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or Agreement and the issuance and sale by the Company of the Placement Shares as contemplated herebyShares, except for the registration of the Placement Shares under the Securities Act, the filing of the Registration Statement and the Prospectus and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange in connection with the sale of the Placement Shares by Xx Xxxxx or by the AgentBermuda Monetary Authority.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or and the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for the registration of the Placement Shares under the Securities Act, Act pursuant to the Registration Statement and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange Exchange, including any notices that may be required by the Exchange, in connection with the sale of the Placement Shares by the Distribution Agent.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets is required for the execution, delivery and performance by the Company of this Agreement, or the issuance and sale by the Company of the Placement Shares as and the consummation of the transactions contemplated herebyby this Agreement, except for the registration of the Placement Shares under the Securities Act, the approval of the Exchange and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange and under applicable state securities laws in connection with the sale purchase and distribution of the Placement Shares by the AgentUnderwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or and the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for the registration of the Placement Shares under the Securities Act, Act and pursuant to the Registration Statement and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange Exchange, including any notices that may be required by the Exchange, in connection with the sale of the Placement Shares by the AgentAgents.

No Consents Required. No filing with, consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement or any Terms Agreement, or the issuance and sale by the Company of the Placement Shares as and the consummation of the transactions contemplated herebyhereby or by any Terms Agreement, except for the registration of the Placement Shares under the Securities Act(i) such as has been obtained or made, and (ii) such consents, approvals, authorizations, orders and orders, registrations or qualifications qualifications, if any, as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange and under applicable state securities laws in connection with the sale placement of the Placement Shares by the Agent.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or and the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for the registration of the Placement Shares under the Securities Act, Act pursuant to the Registration Statement and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange Exchange, including any notices that may be required by the Exchange, in connection with the sale of the Placement Shares by the AgentMLV.

No Consents Required. No filing with, consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement or any Terms Agreement, or the issuance and sale by the Company of the Placement Shares as and the consummation of the transactions contemplated herebyhereby or by any Terms Agreement, except for the registration of the Placement Shares under the Securities Act(i) such as has been obtained or made, and (ii) such consents, approvals, authorizations, orders and orders, registrations or qualifications qualifications, if any, as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange and under applicable state securities laws in connection with the sale placement of the Placement Shares by the AgentXxxxxx Xxxxxxx.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company Governmental Authority is required for the execution, delivery and performance by the Company of this Agreement and the Deposit Agreement, or the issuance and sale by the Company of the Placement ADSs, the deposit of the Ordinary Shares as represented by the Placement ADSs with the Custodian for the Depositary, and the consummation of the transactions contemplated hereby, except for the registration of the Placement Shares under the Securities Act, and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws bylaws and rules of the Financial Industry Regulatory Authority (“FINRA”) or ), the Exchange in connection with the sale of the Placement Shares ADSs by the AgentAgent or the TASE in connection with the listing of the ADSs on the Exchange and the listing of the Ordinary Share on the TASE.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company or Discover Bank is required for the execution, delivery and performance by the Company of this Agreement, or the issuance and sale by the Company of the Placement Shares as and the consummation of the transactions contemplated herebyby this Agreement, except for the registration of the Placement Shares under the Securities Act, Act and such consents, approvals, authorizations, orders and registrations or qualifications as may have been obtained or made prior to the Closing Date or as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange and under applicable state securities laws in connection with the sale purchase and distribution of the Placement Shares by the AgentUnderwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or and the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for the registration of the offering of the Placement Shares under the Securities Act, the filing of the Prospectus with the Commission and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange in connection with the sale of the Placement Shares by the AgentMLV or which has otherwise been obtained.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company and the Operating Partnership of this Agreement, or and the issuance and sale by the Company of the Placement Shares as contemplated hereby, and the consummation by the Company and the Operating Partnership of the transactions contemplated hereby, except for the registration of the Placement Shares under the Securities Act, and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange in connection with the sale of the Placement Shares by the an Agent.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company Governmental Authority is required for the execution, delivery and performance by the Company of this Agreement, or the issuance and sale by the Company of the Placement Shares as contemplated herebyby this Agreement, except for (i) the registration of the Placement Shares under the Securities Act, ; and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange in connection with the sale of the Placement Shares by the Agent.

No Consents Required. No consent, approval, authorization, order, registration or qualification qualification, designation, declaration or filing of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreementeach of the Transaction Documents, or the issuance and sale of the Securities and the consummation of the transactions contemplated by the Company of Transaction Documents (except as described in SEC Reports and the Placement Shares as obligations contemplated hereby, except for the registration of the Placement Shares under the Securities Act, by Section 4 hereof) and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc., Nasdaq or under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or various jurisdictions in which the Exchange in connection with the sale of the Placement Shares by the AgentSecurities are being offered.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or the issuance and sale by the Company of the Placement Shares as contemplated herebyShares, except for the registration of the Placement Shares under the Securities Act, Act and pursuant to the Registration Statement and such consents, approvals, authorizations, orders and registrations or qualifications as may been obtained or be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange in connection with the sale of the Placement Shares by the AgentAgents.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over is required, including, without limitation, under the Company is required Cable Acts or any order, rule or regulation of the FCC, for the execution, delivery and performance by the Company of this Agreement, or the issuance and sale by the Company of the Placement Shares as and the consummation of the transactions contemplated herebyby this Agreement, except for the registration of the Placement Shares under the Securities Act, Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange and under applicable state securities laws in connection with the sale purchase and distribution of the Placement Shares by the AgentUnderwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or and the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for the registration of the Placement Shares under the Securities Act, Act and pursuant to the Registration Statement and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange Exchange, including any notices that may be required by the Exchange, in connection with the sale of the Placement Shares by the AgentStifel.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or the issuance and sale by the Company of the Placement Shares as and the consummation of the transactions contemplated herebyby this Agreement, except for the registration of the Placement Shares under the Securities Act, Act and such consents, approvals, authorizations, orders and registrations or qualifications as that (i) have been obtained or made or (ii) may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of Exchange, the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange and under applicable state securities laws in connection with the sale purchase and distribution of the Placement Shares by the AgentUnderwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or the issuance and sale of the Shares to be sold by the Company hereunder and the consummation by the Company of the Placement Shares as transactions contemplated herebyby this Agreement, except for the registration of the Placement Shares under the Securities Act, Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws bylaws and rules of the Financial Industry Regulatory Authority (the “FINRA”) or the Exchange in connection with the sale purchase and distribution of the Placement Shares by the AgentUnderwriters and except as would not, individually or in the aggregate, have a Material Adverse Effect or have a material adverse effect on the consummation of the transactions contemplated by this Agreement.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreementthe Transaction Documents, or the issuance and sale of the Standby Underwritten Shares, if any, and the consummation of the transactions contemplated by the Company of the Placement Shares as contemplated herebyTransaction Documents, except for the registration of the Placement Underwritten Shares under the Securities Act, Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange and under applicable state securities laws in connection with the sale purchase and distribution of the Placement Underwritten Shares by the AgentUnderwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or the issuance and sale by the Company of the Placement Shares as contemplated herebyShares, except for (i) the registration of the Placement Shares under the Securities Act, and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws laws, the Exchange or by the by-laws by‑laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange in connection with the sale of the Placement Shares by the Agent.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or and the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for the registration of the Placement Shares under the Securities Act, Act pursuant to the Registration Statement and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange Exchange, including any notices that may be required by the Exchange, in connection with the sale of the Placement Shares by the Agent.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by each StepStone Party of each of the Company of this AgreementTransaction Documents to which it is a party, or the issuance and sale by the Company of the Placement Shares as and the consummation of the transactions contemplated herebyby each of the Transaction Documents, except for the registration of the Placement Shares under the Securities Act, Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange and under applicable state securities laws in connection with the sale purchase and distribution of the Placement Shares by the AgentUnderwriters.

No Consents Required. No consent, filing, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement or any Terms Agreement, or the issuance and sale by the Company of the Placement Shares as and the consummation of the transactions contemplated herebyby this Agreement or any Terms Agreement, except for (i) the registration of the Placement Shares under the Securities Act, and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange and under applicable state securities laws in connection with the sale purchase and distribution of the Placement Shares by the AgentCxxxx.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or and the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for the registration of the Placement Shares under the Securities Act, Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and Act, applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange in connection with the sale of the Placement Shares by the AgentAgents.

No Consents Required. No consent, filing, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or the issuance and sale of the Shares and the consummation by the Company of the Placement Shares as transactions contemplated herebyby this Agreement, except for the registration of the Placement Shares under the Securities Act, Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or the Exchange Principal Market and under applicable state securities laws in connection with the sale of the Placement Shares by the Agent.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, or and the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for the registration of the Placement Shares under the Securities Act, Act and pursuant to the Registration Statement and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange Exchange, including any notices that may be required by the Exchange, in connection with the sale of the Placement Shares by the each Agent.