Common use of OFAC Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

OFAC. Neither the CompanyCompany nor any of its Subsidiaries, nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee employee, affiliate or affiliate person acting on behalf of the Sponsor Company or any of its Subsidiaries, (A) is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); (B) has engaged in any services (including financial services), transfers of goods, software, or technology, or any other business activity related to (i) isCuba, Iran, North Korea, Sudan, Syria or the Crimea region of Ukraine claimed by Russia (“Sanctioned Countries”), (ii) the government of any Sanctioned Country, (iii) any person, entity or organization located in, resident in, formed under the laws of, or is owned or controlled or 50% or more owned in by the aggregate by or is acting on behalf government of, one any Sanctioned Country, or more individuals (iv) any person, entity or entities that are currently the organization made subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the TreasuryGovernment, including, without limitation, the U.S. Department OFAC list of State or the Bureau of Industry and Security of the U.S. Department of CommerceSpecially Designated Nationals (“SDN List”), or by the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) Treasury, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) and the Company will (either not directly or through the Trust Account), directly or indirectly, indirectly use the proceeds of the Offeringoffering, or lend, contribute or otherwise make available such proceeds to any subsidiaryof the Subsidiaries, or any joint venture partner or other individual person or entity entity, for the purpose of financing the activities of or business with any person, or in any country or territory, that currently is the subject to any U.S. sanctions administered by OFAC or in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the Offering, transaction whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor ) of U.S. sanctions administered by OFAC; (C) has engaged in any dealings transfers of goods, technologies or transactions with services (including financial services) that may assist the governments of Sanctioned Countries or for facilitate money laundering or other activities proscribed by United States laws, rules or regulations; (D) is a person, entity or organization currently the benefit subject of a Sanctioned Personany Sanctions; or (E) is located, organized or with or resident in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

OFAC. Neither None of the Company, northe Operating LLC, any of their respective subsidiaries, any of their respective directors or officers, or, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee other person associated with or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf ofof the Company, one the Operating LLC or more individuals or entities that are any of their respective subsidiaries is currently the subject or the target of any sanctions administered or enforced by the United States (including any administered or enforced by U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of (“BIS”), or the U.S. Department of Commerce)State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the European Union or any European Union member state, Her Majesty’s Treasury, the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) nor is the Company, the Operating LLC or any of their respective subsidiaries located, organized or resident in a country or territory that is, or whose government is, is the subject or target of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned CountryJurisdiction”) or (iii) ), and the Company will (either not directly or through the Trust Account), directly or indirectly, indirectly use the proceeds of the Offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions or (ii) in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the Offeringtransaction, whether as underwriter, advisor, investor or otherwise). In ) of Sanctions; neither the preceding three Company, the Operating LLC nor any of their respective subsidiaries is knowingly engaged in, or has, at any time in the past five years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctionsknowingly engaged in, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for involving any individual or entity that was or is, as applicable, at the benefit time of a Sanctioned Personsuch dealing or transaction, the subject or target of Sanctions or with any Sanctioned Jurisdiction; each of the Company, the Operating LLC and their respective subsidiaries have instituted, and maintain, policies and procedures designed to promote and achieve continued compliance with Sanctions; or in a Sanctioned Countryapplicable export control laws and regulations administered by BIS or other relevant authorities, in including the preceding 3 yearsExport Administration Regulations (collectively, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country“Export Controls”).

OFAC. Neither the CompanyCompany nor the Sponsor, nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.1

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

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

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

OFAC. Neither the CompanyParent Guarantor nor any of its subsidiaries, nordirectors or officers or, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any directorGuarantors, officer, any agent, employee employee, affiliate or affiliate representative of the Sponsor Parent Guarantor or any of its subsidiaries is an individual or entity (i“Person”) that is, or is owned or controlled or 50% or more owned in the aggregate by or is acting on behalf ofa Person that is, one or more individuals or entities that are currently the subject target of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of Government, including, without limitation, the U.S. Department of the Treasury, the U.S. Department ’s Office of State or the Bureau of Industry and Security of the U.S. Department of CommerceForeign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, a member state of the European Union (including sanctions administered or enforced by Her His Majesty’s Treasury of the United Kingdom) (“HMT”), or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) nor is the Parent Guarantor or any of its subsidiaries located, organized or resident in a country or territory that is, or whose is the target of Sanctions (currently the Crimea Region and the non-government iscontrolled areas of the Kherson and Zaporizhzhia Regions of Ukraine, the subject of Sanctions that broadly prohibit dealings with that country or territory so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic, Cuba, Iran, North Korea and Syria (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) )). The Company will (either directly or through the Trust Account)not, directly or indirectly, use the proceeds of the Offeringoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual Person (i) to fund or entity facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is a Sanctioned Country or (ii) in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the Offeringtransaction, whether as an initial purchaser, underwriter, advisor, investor investor, or otherwise)) of Sanctions. In For the preceding three past five years, except as has been disclosed to would be permitted for a Person organized under the Underwriters laws of the United States, none of the Parent Guarantor or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has of its subsidiaries have knowingly engaged in or are now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or for transaction is or was the benefit subject or target of a Sanctioned Person, Sanctions or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

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

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

OFAC. Neither the CompanyCompany nor any Subsidiary nor any of their director or officers, nor, or to the knowledge of the Company’s Knowledge, the Sponsor nor any director, director nominee, executive officer, agent, employee employee, Affiliate or affiliate Person acting on behalf of the Company or any director, officer, agent, employee Subsidiary is (A) currently subject to or affiliate the target of the Sponsor (i) is, any economic or is controlled financial sanctions or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions trade embargos administered or enforced by the United States (States, including any administered or enforced the U.S. Department of State, U.S. Department of Commerce and by the Office of Foreign Assets Control of the U.S. Treasury Department of (“OFAC”) (including but not limited to the Treasury, the U.S. Department of State designation as a “specially designated national or the Bureau of Industry and Security of the U.S. Department of Commerceblocked person” thereunder), or (ii) any economic or financial sanctions or trade embargos imposed or administered by the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered Council or enforced by Her Majesty’s Treasury of the United Kingdom) Kingdom or the European Union or any of its Member States or any other relevant sanctions authority Authority (collectively(i) and (ii), the “Sanctions” Sanctions Laws and such persons, “Sanctioned Persons” and each such person, a “Sanctioned PersonRegulations”), (iiB) is located, organized or resident in a country any country, territory or territory region that is, or whose government is, is the subject or target of any of the Sanctions that broadly prohibit dealings with that country or territory Law and Regulations (collectivelyincluding but not limited to Cuba, “Sanctioned Countries” and eachIran, North Korea, Crimea region of Ukraine, Syria, Sudan, Myanmar) (each a “Sanctioned CountryTerritory”) ), or (iiiC) currently or has in the past engaged in any dealings of, with or involving any Sanctioned Territory or Sanctioned Person or any person or entity in those countries or territories, or which performs contracts in support of projects in or for the benefit of any Sanctioned Territory or any Person who is the target of or subject to Sanctions Laws and Regulations; and the Company will (either not directly or through the Trust Account), directly or indirectly, indirectly use the proceeds of the Offeringsale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other individual Person or entity in any manner that would result in a violation which is the subject of any Sanctions byLaws and Regulations , towards any sales or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged operations in any dealings or transactions with Sanctioned Territory or for the benefit purpose of a Sanctioned Personfinancing the activities of any Person currently subject to or is the target of any Sanctions Laws and Regulations. No action, suit or with proceeding by or in a Sanctioned Country, in the preceding 3 years, nor does before any Authority (as defined below) involving the Company or any Sponsor have any plans Subsidiary with respect to engage in dealings the Sanctions Laws and Regulations is pending or transactions with or for to the benefit of a Sanctioned PersonCompany’s Knowledge, or with or in a Sanctioned Countrythreatened.

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

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

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

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

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

OFAC. Neither None of the Company, norany of its subsidiaries, directors, officers or, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee employee, affiliate (as defined in Rule 501(b) of Regulation D) or affiliate representative of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is its subsidiaries acting on behalf of, one of the Company or more individuals any of its subsidiaries is an individual or entities that are entity (“Person”) currently the subject or target of any applicable sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of Government, including, the U.S. Department of the Treasury, ’s Office of Foreign Assets Control (“OFAC”) or the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce)State, the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her His Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) nor is the Company located, organized or resident in a country or territory that is, or whose government is, is the subject of country-wide or territory-wide Sanctions that broadly prohibit dealings with that country (as of the date of this Agreement, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, Syria or territory North Korea) (collectively, “Sanctioned Countries” and each, each a “Sanctioned Country”) ). None of the Company, any of its subsidiaries, or (iii) any director, officer, or, to the Company’s knowledge, any employee, agent, affiliate or representative of the Company or any of its subsidiaries, is a Person that is, or is 50% or more owned or controlled by one or more Persons that are the subject of applicable Sanctions, or located, organized or #97550997v7 resident in a Sanctioned Country. For the past five years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in any and will (either directly not knowingly engage in any dealings or through transactions with any person that at the Trust Account)time of the dealing or transaction is or was the subject or the target of comprehensive Sanctions or with a Sanctioned Country, except as would be permissible under relevant Sanctions. The Company will not, directly or indirectly, use the proceeds of the Offering, offering or lend, contribute or otherwise make available such proceeds to any subsidiaryPerson, joint venture partner (i) to fund any activities or other individual business of or entity with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions; (ii) to fund or facilitate any money laundering or terrorist financing activities; or (iii) in any other manner that would cause or result in a violation of any anti-corruption laws, Anti-Money Laundering Laws or Sanctions by, or could result in the imposition of Sanctions against, by any individual or entity Person (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwiseParty to this Agreement). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither None of (A) the Company, norany of its subsidiaries or their directors, officers or employees, or (B) to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee no agent or affiliate of the Company or any directorof its subsidiaries, officer, agent, employee is an individual or affiliate of the Sponsor entity (i) is“Person”), or is owned or controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are Persons, currently the subject or target of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of Government, including, without limitation, the U.S. Department of the Treasury, the U.S. Department ’s Office of State or the Bureau of Industry and Security of the U.S. Department of CommerceForeign Assets Control (“OFAC”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) Treasury, or other relevant sanctions authority (collectively, “Sanctions” and such personsPersons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is nor located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings with that country or territory (i.e., Crimea, Cuba, Iran, North Korea, Sudan and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through ); and neither the Trust Account)Company nor its subsidiaries will, directly or indirectly, use the proceeds of the Offeringsale of the Securities to be received by it, or lend, contribute or otherwise make available such proceeds to any subsidiarysubsidiaries, joint venture partner partners or other individual Person, to fund or entity facilitate any activities of or business with any Person, or in any country or territory, that, at the time of such funding or facilitation, is the subject of Sanctions or in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity such Person (including any individual or entity Person participating in the Offeringtransaction, whether as underwriter, advisor, investor or otherwise)) of Sanctions. In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither Neither the Company nor any Sponsor has its subsidiaries have engaged in during the past five years, are not now engaged in, and will not engage in, any dealings or transactions with with, or for the benefit of any person that is, or at the time of the dealing or transaction or was, a Sanctioned Person, or with or in a any Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of any person that is, or at the time of the dealing or transaction or was, a Sanctioned Person, or with or in a Sanctioned Country.

OFAC. Neither the Company, Transaction Entities nor any of their subsidiaries nor, to the knowledge of the CompanyTransaction Entities, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee employee, affiliate or affiliate person acting on behalf of the Sponsor Transaction Entities or any of their subsidiaries (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of to any sanctions administered or enforced imposed by the United States (including any actions administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”)); and (ii) will not directly or indirectly use any of the Treasuryproceeds received from the sale of Securities contemplated by this Agreement and the Indenture, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation of any economic sanctions imposed by the United States (including any administered or enforced by OFAC, the U.S. Department of State State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), or would reasonably be expected to result in the imposition of Sanctions against, any person (iiincluding any person participating in the offering, whether as underwriter, advisor, investor or otherwise). None of the Transaction Entitles nor, to the knowledge of the Transaction Entities, any director, officer, agent, employee or controlled affiliate, or other person acting on behalf of the Transaction Entities, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (A) is the subject of any Sanctions; or (B) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectivelycurrently, “Sanctioned Countries” Cuba, Iran, North Korea, Syria, and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwiseCrimea region). In For the preceding three past five years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has and its subsidiaries have not knowingly engaged in in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or for transaction is or was the benefit subject or the target of a Sanctioned Person, any Sanctions or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

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

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

OFAC. Neither the Company, Company nor any of its Subsidiaries nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, agent or employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor its Subsidiaries (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of to any sanctions administered or enforced imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the TreasuryTreasury Department, the U.S. Department of State State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of or the European Union United Kingdom (including sanctions administered or enforced controlled by Her Majesty’s Treasury of the United KingdomTreasury) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Sanction Persons” and each such person, a “Sanctioned Person”), ) or (ii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person in any manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as advisor, investor or otherwise). Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, or employee of the Company or any of its Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (including without limitation Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account), directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither Neither the Company nor any Sponsor of its Subsidiaries has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 three years, nor does the Company or any Sponsor its Subsidiaries have any plans to engage in any dealings or transactions with or for the benefit of a Sanctioned PersonPersons, or with or in a Sanctioned CountryCountries. SECTION 5.

OFAC. Neither None of the Company, northe Operating Partnership, the Subsidiaries or, to the knowledge of the CompanyCompany and the Operating Partnership, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor Company or the Operating Partnership or the Subsidiaries is (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject or the target of any sanctions administered or enforced by the United States (including any administered or enforced by U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the TreasuryTreasury (including, without limitation, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of CommerceUkraine-/Russia-related/Sectoral Sanctions Identification List sanctions program), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her His Majesty’s Treasury of the United Kingdom) Treasury, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), ) or (ii) is owned 50% or more by or otherwise controlled by or acting on behalf of one or more persons or entities that are subject to Sanctions, nor are the Company, the Operating Partnership, the Subsidiaries located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings with that country or territory (collectivelyincluding but not limited to Cuba, “Sanctioned Countries” Iran, Syria, North Korea, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic); and eachthe Company, a “Sanctioned Country”) or (iii) the Operating Partnership, the Subsidiaries, and the Company and the Operating Partnership will (either not directly or through the Trust Account), directly or indirectly, indirectly use the proceeds of the Offeringoffering of the Issuance Securities hereunder or the proceeds of the settlement of any Confirmation, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual person or entity (i) for the purpose of funding or facilitating any activities of or business with any person, or in any country or territory, that, at the time of such use, is the subject of Sanctions or (ii) in any other manner that would reasonably be expected, by the Company or the Operating Partnership, to result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity person participating in the Offeringtransaction, whether as agent, underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any of Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

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

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

OFAC. Neither None of the Company, norTransaction Entities or any of their respective subsidiaries or, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate either of the Company or Transaction Entities, any director, officer, partner, agent, employee employee, affiliate or affiliate of the Sponsor (i) is, or is controlled or 50% or more owned in the aggregate by or is other person acting on behalf of, one of any of the Transaction Entities or more individuals any of their respective subsidiaries is an individual or entities that are entity (“Person”) currently the subject or target of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of Government, including, without limitation, the U.S. Department of the Treasury, the U.S. Department ’s Office of State or the Bureau of Industry and Security of the U.S. Department of CommerceForeign Assets Control (“OFAC”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her His Majesty’s Treasury of the United Kingdom) Treasury, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is nor are the Transaction Entities or any of their respective subsidiaries located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions comprehensive territorial (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, Crimea, Cuba, Iran, North Korea, and Syria). Each of the Transaction Entities and their respective subsidiaries and, to the knowledge of each of the Transaction Entities, their respective affiliates that broadly prohibit dealings are under the management control of the Transaction Entities or their subsidiaries have instituted and maintain and enforce policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) Sanctions. The Company will (either not directly or through the Trust Account), directly or indirectly, indirectly use the proceeds from the sale of the OfferingSecurities or shares of Common Stock in the Concurrent MSD Placement, or lend, contribute or otherwise make available such proceeds to any subsidiarysubsidiaries, joint venture partner partners or other individual Person, to fund any activities of or entity business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the Offeringtransaction, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any ) of Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

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

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

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

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

OFAC. Neither None of the Company, BIP Entities or their subsidiaries nor, to the knowledge of the CompanyBIP, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee employee, affiliate or affiliate person acting on behalf of the Sponsor a BIP Entity or any subsidiaries of a BIP Entity, is (i) is, currently subject to or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject target of any U.S. sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury(“OFAC”) and including, without limitation, the U.S. Department of State designation as a “specially designated national” or the Bureau of Industry and Security of the U.S. Department of Commerce)“blocked person”, the United Nations Security Council, Council or the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), or (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject or target of Sanctions that broadly prohibit dealings with that country or territory Sanctions, including, without limitation, the Crimean peninsula, Cuba, Iran, North Korea and Syria (collectivelysuch countries, “Sanctioned Countries” ”), and each, a “Sanctioned Country”) or (iii) none of the BIP Entities will (either directly or through the Trust Account), directly or indirectly, indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual person or entity entity, for the purpose of (x) funding or facilitating the activities of any person that, to the knowledge of BIP, is currently the subject or target of Sanctions, (y) funding or facilitating any activities of or business in any manner Sanctioned Country or (z) engaging in any other activity that would will result in a violation of Sanctions by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the Offering, whether as underwriter, advisor, investor or otherwise). In For the preceding three past five years, except as has been disclosed to the Underwriters or is BIP Entities and their subsidiaries have not material to the analysis under any Sanctions, neither the Company nor any Sponsor has knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or for transaction is or was the benefit subject or the target of a Sanctioned Person, Sanctions or with or in a any Sanctioned Country, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.. 18

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

OFAC. Neither the Company, nor, to the knowledge None of the CompanyBorrower, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company other Loan Parties, any of their Subsidiaries, or any director, officer, agent, employee or affiliate of the Sponsor their Affiliates: (i) is, is a person named on the list of Specially Designated Nationals or is controlled or 50% or more owned in the aggregate Blocked Persons maintained by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) available at xxxx://xxx.xxxxx.xxx/offices/enforcement/ofac/index.shtml, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), as otherwise published from time to time; (ii) is located(A) an agency of the government of a country, organized (B) an organization controlled by a country, or (C) a person resident in a country or territory that isis subject to a sanctions program identified on the list maintained by OFAC and available at xxxx://xxx.xxxxx.xxx/offices/enforcement/ofac/ index.shtml, or whose government isas otherwise published from time to time, the subject of Sanctions that broadly prohibit dealings with that country as such program may be applicable to such agency, organization or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) person; or (iii) derives any of its assets or operating income from investments in or transactions with any such country, agency, organization or person; and none of the proceeds from the Loan will (either directly be used to finance any operations, investments or through activities in, or make any payments to, any such country, agency, organization, or person. The Borrower, its Subsidiaries and their respective officers and to the Trust Account)knowledge of the Borrower its directors, directly or indirectlyemployees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. No Loan, use of the proceeds of the Offeringany Loan, or lendother transactions contemplated hereby will violate Anti-Corruption Laws. Neither the making of the Loans nor the use of the proceeds thereof will violate the Patriot Act, contribute or otherwise make available such proceeds to any subsidiarythe Trading with the Enemy Act, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions byas amended, or could result in any of the imposition foreign assets control regulations of Sanctions againstthe United States Treasury Department (31 C.F.R., any individual or entity (including any individual or entity participating in the OfferingSubtitle B, whether Chapter V, as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company amended) or any Sponsor have any plans to engage enabling legislation or executive order relating thereto or successor statute thereto. The Borrower and its Subsidiaries are in dealings or transactions compliance in all material respects with or for the benefit of a Sanctioned Person, or with or in a Sanctioned CountryPatriot Act.

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

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

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

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

OFAC. Neither the Company, Company nor any of its subsidiaries nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor its subsidiaries (ia) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one an individual or more individuals or entities entity that are is currently the subject or the target of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state the Swiss Secretariat of Economic Affairs, or the European Union United Kingdom (including sanctions administered or enforced by Her His Majesty’s Treasury of the United KingdomTreasury) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (iib) is located, organized or resident in a country or territory that is, or whose government is, the subject or target of Sanctions that broadly prohibit dealings with that country (as of the date of this Agreement, Cuba, the so-called Donetsk People’s Republic or territory so-called Luhansk People’s Republic and Crimea region of Ukraine, Iran, North Korea and Syria (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) )), or (iiic) will (either directly or through the Trust Account)will, directly or knowingly indirectly, use the proceeds from the sale of the OfferingSecurities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions in a manner that violates those applicable Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any manner that would result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the Offering, whether as underwriter, advisor, investor or otherwise)transaction) of Sanctions. In For the preceding three past five years, except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has and its subsidiaries, taken as a whole, have conducted their business in material compliance with the Sanctions. The Company and its subsidiaries are not now knowingly engaged in any transactions or dealings or transactions with or for the benefit of a Sanctioned Personany person, or with in any country or in a Sanctioned Countryterritory, in the preceding 3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit violation of a Sanctioned Person, or with or in a Sanctioned CountrySanctions.

OFAC. Neither None of the Company, norits Subsidiaries or, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent, employee or affiliate of the Company or any director, officer, agent, employee employee, affiliate or affiliate representative of the Sponsor (i) is, Company or its Subsidiaries is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are a Person currently the subject or target of any sanctions administered or enforced by the United States (including Government, including, without limitation, designation on any administered U.S. Government prohibited party list such as the Specially Designated Nationals and Blocked Persons List or enforced Foreign Sanctions Evaders List which are maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury’s Office of Foreign Assets Control, the List of Statutorily Debarred Parties maintained by the U.S. Department of State or the Entity List, Denied Persons List, or Unverified List which are maintained by the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Union, Her Majesty’s Treasury of the United Kingdom) , or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) nor is the Company located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings with that country or territory Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea Region of the Ukraine (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) ); the Company will (either not directly or through the Trust Account), directly or indirectly, indirectly use the proceeds of the Offeringsale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner partners or other individual Person, to fund any activities of or entity business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the Offeringtransaction, whether as underwriteragent, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriters or is not material to the analysis under any ) of Sanctions, ; and neither the Company nor any Sponsor of its Subsidiaries has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 three years, nor does the Company or any Sponsor of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

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

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

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