Common use of Compliance with Applicable Laws; Permits Clause in Contracts

Compliance with Applicable Laws; Permits. (i) Each of the Company and each of its Covered Subsidiaries (A) is, and has at all times since March 31, 2015 through the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, as of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents, (A) the Company and its Covered Subsidiaries have, and at all times since March 31, 2015 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effect.

Compliance with Applicable Laws; Permits. (ia) Each of The Purchased Entity, its Subsidiaries and the Company Georgia Entities (with respect to the Business) are currently (and each of its Covered Subsidiaries (A) is, and has have been at all times since March 31January 1, 2015 through the date hereof been, 2022) in compliance with all Laws applicable Laws to them and (B) their respective assets and properties in any jurisdiction relating to the knowledge lawful ownership and conduct of the CompanyBusiness or the Transferred Assets, since March 31other than any failures to be in compliance that would not be, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations thatreasonably be expected to be, individually or in the aggregate, material to the Business, taken as a whole. Since January 1, 2022, neither Purchased Entity (or its Subsidiaries) nor Georgia or any of its Affiliates (with respect to the Business) has received any written notice from a Governmental Entity alleging that it or any properties are not in compliance with any Law applicable to the Business, except where the failure to so comply would not reasonably be expected to be material to the Business, taken as a whole. (b) Except as would not be material to the Business, taken as a whole, in the past five (5) years, none of the Georgia Entities or the Purchased Entity (or Subsidiaries thereof), or, to the Knowledge of Georgia, any of their respective officers, directors, employees, representatives, or agents, (i) have offered or given (or promised or authorized the offering or giving of) anything of value or any payment to a Company Material Adverse Effect Government Official or any other Person while knowing or having reason to know that all or a portion of such money or item of value may be offered, given or promised, directly or indirectly, to any Government Official for the purpose of influencing any action or decision of such Person, including a decision to fail to perform such Person’s official function, or to influence any act or decision of such Governmental Entity, in each case to assist a Georgia Entity in obtaining or retaining business, or directing business to any Person, (ii) have made or accepted any gift, bribe, payoff or kickback to from any person or have taken any action, directly or indirectly, in violation of the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), as amended, or the U.K. Bribery Act 2010 and the Dutch implementation of the Anti-money laundering Directive (EU) 2018/843, in the Dutch AML Act (Wet ter voorkoming van witwassen en financiering van terrorisme) as amended from time to time (collectively with the FCPA and the U.K. Bribery Act 2010, “Anti-Corruption Laws”), or (iii) are subject to investigations, disciplinary proceedings, or enquiries by any Governmental Entity for, or have received any written or, to the Knowledge of Georgia, oral notice from, or made a voluntary disclosure to, a Governmental Entity regarding, any violation of any Anti-Corruption Laws. For the past five (5) years, the Georgia Entities and the Purchased Entity (or Subsidiaries thereof), in each case with respect to the Business, have instituted and maintained policies and procedures intended to ensure compliance with applicable Anti-Corruption Laws and other applicable Laws in each relevant jurisdiction. (c) The Business Permits are all of the Permits, including all Financial Services Licenses, necessary for the lawful ownership and conduct of the Business and the Transferred Assets as presently conducted or contemplated to be conducted as of the Closing Date, other than such Permits (including Financial Services Licenses), the absence of which would not reasonably be expected to, individually or in the aggregate, be material to the Business, taken as a whole. The Georgia Entities and the Purchased Entity (and its Subsidiaries) are, and have been at all times since January 1, 2022, in compliance with the terms of the Business Permits and applicable Laws required to be complied with as a result of such Business Permits, except, in each case, where the failure to be in compliance therewith would not reasonably be expected to, individually or in the aggregate, be material to the Business, taken as a whole. The Business Permits are valid and in full force and effect. The Georgia Entities, the Purchased Entity (or Subsidiaries thereof) and the Business are not in material default or violation, and no event has occurred or condition exists that with notice of lapse of time or both would constitute a material default or violation, under the Business Permits, except as disclosed would not reasonably be expected to be, individually or in the Company SEC Documentsaggregate, material to the Business, taken as a whole. Except as disclosed would not reasonably be expected to, individually or in the Company SEC Documentsaggregate, be material to the Business, taken as a whole, or the Purchased Entity and its Subsidiaries, taken a whole, since January 1, 2022, (i) none of the Georgia Entities or the Purchased Entity (or its Subsidiaries) have received any written or, to the Knowledge of Georgia, oral notification or communication from any Governmental Entity, Network, or self-regulatory organization threatening to revoke, suspend or non-renew any Business Permit, or to deny any Pending Permit, or otherwise of a default, breach of violation of any Business Permit, and (ii) all applications required to have been filed for the renewal of any Business Permit have been duly filed on a timely basis with the appropriate Governmental Entity, Network, or self-regulatory organization, and all other filings required to have been made with respect to Business Permits have been duly made on a timely basis with the appropriate Governmental Entity, Networks or self-regulatory organizations including the payment of any fees and assessments required by or related to such Business Permits. (d) Except as would not be expected to be, individually or in the aggregate, material to the Business, taken as a whole, neither the Georgia Entities nor the Purchased Entity (and its Subsidiaries), in each case with respect to the Business, since January 1, 2022, have received any written notification, direction, orders or other communication of any material Proceeding regarding a violation and/or failure to comply with applicable Laws or any processing of transactions (“Business Processing Matters”) with respect to the Business or the Purchased Entity or any of its Subsidiaries from any applicable (i) Governmental Entity, (ii) self-regulatory organization, or (iii) payment network, exchange or association utilized in the Business or the Purchased Entity (including VISA and MasterCard, the “Business Networks”). (e) Except as would be, individually or in the aggregate, material to the Business, taken as a whole, the Georgia Entities and the Purchased Entity (and its Subsidiaries), in each case with respect to the Business, since January 1, 2022, have complied with and are not in default or violation under (i) any applicable bylaws, operating rules, regulations, guidelines, manuals, instructions, directives, and all other requirements of the applicable Business Networks (the “Business Network Rules”), in each case, which are either binding on the Business or the Purchased Entity (and its Subsidiaries) or with which the Business or the Purchased Entity (and its Subsidiaries) complies pursuant to contractual requirements, and (ii) any applicable Payment Card Industry Data Security Standards issued by the Payment Card Industry Security Standards Council, as may be revised from time to time, in each case of the foregoing clauses (i) and (ii), with respect to Business Processing Matters. (f) Except as would, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole, (i) none of the Georgia Entities or the Purchased Entity (or Subsidiaries thereof), in each case with respect to the Business, are as of the date hereof under Governmental Entity investigation for, or since January 1, 2022, have received any written or, to the Knowledge of Georgia, oral notice from, or made a voluntary disclosure to, a Governmental Entity regarding, any violation of any Anti-Money Laundering Laws; (ii) none of the Purchased Entity (or Subsidiaries thereof), or any of their respective directors, officers, or employees, agents or other third party representatives, are, as of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agentshave, in their capacity as the past five (5) years, been (A) a directorSanctioned Person; (B) engaging in any dealings or transactions with or for the benefit of any Sanctioned Person or in any Sanctioned Country; or (C) otherwise in violation of any Sanctions, officerEx-Im Laws, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable U.S. anti-corruption boycott Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering LawTrade Controls”); and no action(iii) none of Georgia Entities or the Purchased Entity (or Subsidiaries thereof), suit or proceeding by or before (1) have received from any Governmental Authority involving the Company Entity any written notice or inquiry, (2) made any of its Covered Subsidiaries with respect voluntary or involuntary disclosure to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. any Governmental Entity or (v3) Except conducted any internal investigation or audit concerning any actual or potential violation or wrongdoing in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documentsof clauses (1), (A2) the Company and its Covered Subsidiaries have, and at all times since March 31, 2015 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”3), and have made all necessary filings required under applicable related to Anti-Money Laundering Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of Trade Controls or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effectAnti-Corruption Laws.

Compliance with Applicable Laws; Permits. (i) Each of the Company Company, the Historical Subsidiary and each member of its Covered Subsidiaries the Ibibo Group (A) is, and has at all times since March 31, 2015 2016 through the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March 31, 2015 2016 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or the Historical Subsidiary or any member of its Covered Subsidiaries the Ibibo Group is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, as of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or the Historical Subsidiary or any member of its Covered Subsidiaries the Ibibo Group is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiariesthe Historical Subsidiary, any of the Company’s or the Covered Subsidiaries’ Historical Subsidiary’s respective directors, officers, employees or, to the Company’s knowledge, Affiliates, Affiliates or agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or the Historical Subsidiary or, since January 1, 2014, to the Company’s knowledge, any member of the Ibibo Group or any of their respective directors, officers, employees, Affiliates or agents, in their capacity as a director, officer, agent, employee or Affiliate of any of the Covered Subsidiaries members of the Ibibo Group is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder 1977 (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries the Historical Subsidiary and, to the Company’s knowledge, their respective Affiliates and, since January 1, 2014, to the Company’s knowledge, each member of the Ibibo Group and their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiariesthe Historical Subsidiary, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates or any member of the Ibibo Group or any of their respective directors, officers, agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, including the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; the Company will not directly or indirectly use the proceeds of the sale of the SecuritiesSale Shares, or lend, contribute or otherwise make available such proceeds to the Historical Subsidiary or any Covered Subsidiariesmember of the Ibibo Group, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries the Historical Subsidiary and, since January 1, 2014, to the Company’s knowledge, the Ibibo Group are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or the Historical Subsidiary or, to the Company’s knowledge, any member of its Covered Subsidiaries the Ibibo Group with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents, (A) the Company Company, the Historical Subsidiary and its Covered Subsidiaries the Ibibo Group have, and at all times since March 31, 2015 2016 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered SubsidiariesHistorical Subsidiary and the Ibibo Group, (B) since March 31, 2015 2016 through the date hereof, neither the Company nor the Historical Subsidiary nor any member of the Covered Subsidiaries Ibibo Group has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effect.

Compliance with Applicable Laws; Permits. (ia) Each of the Company and each of its Covered Subsidiaries (A) is, and has at all times since March 31, 2015 through the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, as of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect and except as disclosed in the Company SEC DocumentsEffect, (Ai) the Company and its Covered the Company Subsidiaries haveare, and at all times since March 31January 1, 2015 through the date hereof have had and 2022, have been in compliance with all applicable Laws and all Permits applicable to the business and operations of the Company and the Company Subsidiaries, and (ii) the Company and each Company Subsidiary hold, and are in compliance with, all licensesPermits required by Law for the conduct of their respective businesses as they are now being conducted. Except as has not had and would not reasonably be expected to have, permitsindividually or in the aggregate, qualificationsa Company Material Adverse Effect, accreditationsall Permits held by the Company and the Company Subsidiaries are valid and in full force and effect. This Section 3.13(a) does not relate to Taxes; Company Benefit Plans (including their compliance with any applicable Law) or ERISA; or Intellectual Property, approvalswhich are addressed in Sections 3.09, registrations3.10, consents3.14 and 3.17, authorizationsrespectively; or Environmental Permits, franchisesEnvironmental Laws, variancesEnvironmental Claims, exemptions Releases, Hazardous Materials or other environmental matters, which are addressed in Sections 3.05, 3.06, 3.07, 3.08 and orders 3.14, respectively. (b) The Company and the Company Subsidiaries are, and at all times since January 1, 2022, have been in material compliance with all applicable Anti-Corruption Laws, Sanctions, anti-money laundering Laws and Laws related to controls or import regulations. (c) None of any Governmental Authority (collectivelythe Company, the “Permits”)Company Subsidiaries or, and have made all necessary filings required under applicable Lawsto the Knowledge of the Company, necessary to conduct their respective directors, officers, employees, agents or representatives: (i) is a Designated Person, (ii) is a Person that is owned or controlled by a Designated Person, (iii) is located, organized or resident in a Sanctioned Country; or (iv) has or is now, in connection with the business of the Company or the Company Subsidiaries, engaged in, any dealings or transactions (1) with any Designated Person, (2) in any Sanctioned Country, or (3) otherwise in violation of Sanctions. (d) Since January 1, 2022, the Company and the Covered Company Subsidiaries have maintained and implemented policies, procedures and controls designed to ensure compliance with all Anti-Corruption Laws, Sanctions, anti-money laundering Laws and Laws related to controls or import regulations applicable to the Company and the Company Subsidiaries. (e) To the Knowledge of Company, (B) since March 31, 2015 through the date hereof, neither none of the Company nor any of Company Subsidiary nor any director, officer, employee, or agent thereof has, since January 1, 2022, been the Covered Subsidiaries has received any written notice subject of any violation of allegation, voluntary disclosure, prosecution, enforcement action or failure investigation related to comply with any Permit Anti-Corruption Laws, Sanctions, anti-money laundering Laws, or any actual Laws related to export controls or possible revocationimport regulations, withdrawalor relevant Company policies, suspension, cancellation, termination or material modification of any Permitprocedures, and (C) each such Permit has been validly issued or obtained and is in full force and effectinternal controls related to the foregoing.

Compliance with Applicable Laws; Permits. (ia) Each None of the Sellers nor any Company and each of its Covered Subsidiaries (A) is, and has at all times since March 31, 2015 through the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of or, since January 1, 2010 has violated, in any material respect any applicable Law relating to any Company, the Business, the Purchased Assets or the Subject Shares. None of the Sellers nor any Company has received any written notice since January 1, 2010 from a Governmental Entity that alleges that the Business is not in compliance in any material respect with any applicable Law. There is no material Judgment of any Governmental Entity outstanding against any Seller or any Company relating to the Business, exceptor to which the Purchased Assets or the Subject Shares are subject. To the extent that any particular matter covered by this Section 3.14 is covered by Section 3.10, in 3.12, 3.15 or 3.22, then Section 3.10, 3.12, 3.15 or 3.22, as the case of each of clauses (A) and (B)may be, for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, as of the date of this Agreement, no investigation or review by any Governmental Authority shall prevail with respect to the such matter. (b) A Company or any of its Covered Subsidiaries is pending orhas all material governmental permits, to the knowledge of the Companylicenses, threatenedfranchises, norcertificates, to the knowledge of the Companyvariances, has any Governmental Authority indicated an intention exemptions, exceptions, orders and other governmental authorizations, consents, clearances and approvals reasonably necessary to conduct the same. (ii) None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity Business as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have presently conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents, (A) the Company and its Covered Subsidiaries have, and at all times since March 31, 2015 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”). A Seller or a Company has filed or caused to be filed all reports, notifications and filings with, and have made has paid all necessary filings required under regulatory fees to, the applicable Laws, Governmental Entity necessary to conduct the business maintain all of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is Permits in full force and effect. Except as set forth on Section 3.14(b) of the Seller Disclosure Letter, (i) the Permits are valid and in full force and effect, (ii) to the extent held by a Seller, the Permits are transferable and assignable, (iii) no Seller nor any Company is in material default under, and no condition exists that with notice or lapse of time or both would constitute a material default under, the Permits and (iv) none of the Permits shall be terminated or impaired or become terminable, in whole or in part, as a result of the transactions contemplated hereby.

Compliance with Applicable Laws; Permits. (ia) Each of the Company Parent and each of its Covered Subsidiaries (A) isare and since January 1, and has at all times since March 312007, 2015 through the date hereof have been, in possession and operating in material compliance with applicable Laws all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and (B) to the knowledge orders of the Company, since March 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company material to Parent or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case ownership, lease or operation of each its properties or the operation of clauses its business as it is now being conducted (A) and (Bthe “Parent Permits”), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, as As of the date of this Agreement, no investigation suspension or review by any Governmental Authority with respect to the Company or cancellation of any of its Covered Subsidiaries the Parent Permits is pending or, to the knowledge of the CompanyParent, threatened. Neither Parent nor any of its Subsidiaries has been in violation of (i) any Parent Permits or (ii) any Applicable Law, norincluding any consumer protection, equal opportunity, customs, export control, foreign trade, foreign corrupt practices (including the Foreign Corrupt Practices Act), patient confidentiality, health, health care industry regulation and third-party reimbursement laws, including under any Federal Health Care Program (as defined in Section 1128B(f) of the SSA), except in the case of clauses (i) or (ii) as would not have a Parent Material Adverse Effect. (b) None of Parent or any of its Subsidiaries (i) is subject to any order or consent decree from any Governmental Authority, (ii) has received any Form 483s, shutdown or import or export prohibition, warning letter or untitled letters from the FDA or similar correspondence or notices or actions from any other Governmental Authority asserting noncompliance with any Applicable Law, Parent Permit or other requests or requirements of a Governmental Authority during the last three years or (iii) has received any communication from any Governmental Authority or been notified during the last three (3) years that any product exemption, approval or clearance or other Parent Permit is withdrawn or modified or that such an action is under consideration except, in each case, as would not have a Parent Material Adverse Effect, and Parent has not received any requests or requirements to make changes to any product or proposed product that, if not complied with, would have a Parent Material Adverse Effect. (c) The clinical tests conducted by or on behalf of or sponsored by Parent or its Subsidiaries or in which Parent or its products or product candidates or its Subsidiaries or its Subsidiaries’ products or product candidates have participated were and, if still pending, are being conducted in all material respect in accordance with the relevant clinical trial protocol, generally accepted medical and scientific research procedures and all applicable local, state, federal and foreign laws, rules, regulations, including the Federal Food, Drug and Cosmetic Act and its applicable implementing regulations at 21 C.F.R. Parts 50, 54, 56, 58 and 812 and the Declaration of Helsinki. No investigational device exemption filed by or on behalf of Parent or any of its Subsidiaries with the FDA has been terminated or suspended by the FDA, and neither the FDA nor any applicable foreign regulatory agency has commenced, or, to the knowledge of the CompanyParent, has threatened to initiate, any Governmental Authority indicated an intention action to conduct the sameplace a clinical hold order on, or otherwise terminate, delay or suspend, any proposed or ongoing clinical investigation conducted or proposed to be conducted by or on behalf of Parent or its Subsidiaries. (iid) None All applications, notifications, submissions, information, claims, reports and statistics, and other data and conclusions derived therefrom, utilized as the basis for or submitted in connection with any and all requests for a Parent Permit from a Governmental Authority relating to Parent and its Subsidiaries, its business and Parent and its Subsidiaries products and proposed products, when submitted to the FDA or other Governmental Authority were true, complete and correct in all material respects as of the Companydate of submission and any necessary or required updates, changes, corrections or modification to such applications, submissions, information and data have been submitted to the FDA or other Governmental Authority. (e) Neither Parent nor any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of Parent, threatened investigation in respect of Parent or Parent products or proposed products, by the CompanyFDA pursuant to its “Fraud, threatened. (v) Except in each case asUntrue Statements of Material Facts, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents, (A) the Company and its Covered Subsidiaries haveBribery, and at all times since March 31, 2015 through the date hereof have had Illegal Gratuities” Final Policy set forth in 56 Fed. Reg. 46191 (September 10 1991) and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effectamendments thereto.

Compliance with Applicable Laws; Permits. (a) Except as has not been, and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (i) Each of the Company and each of its Covered Subsidiaries (A) isare, and has at all times since March 31January 1, 2015 through the date hereof 2022 have been, in compliance with applicable all Applicable Laws and (Bii) neither the Company nor any of its Subsidiaries nor any of their respective assets is, to the knowledge Knowledge of the Company, since March 31under investigation with respect to or has been threatened to be charged with or given notice of, 2015 through the date hereof, nor has not received notice from any Governmental Authority alleging that notified the Company or any of its Covered Subsidiaries is in writing of its intent to conduct an investigation of, any violation of any applicable Applicable Law, except, in the case of each of clauses (A) and (B), except for such non-compliance investigations or charges which has not been, and violations thatwould not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole. (b) Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, would not reasonably be expected material to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. Except and its Subsidiaries, taken as disclosed in a whole, since January 1, 2022, (i) the Company SEC Documentsand its Subsidiaries are in possession of, and in compliance with, all Permits necessary for those entities for the ownership and operation of their respective businesses as now being conducted, under and pursuant to Applicable Laws, (ii) all such Permits are in full force and effect and (iii) no suspension, cancellation, withdrawal or revocation thereof is pending or threatened. (c) The Company and its directors, officers and each of its Subsidiaries, and, to the Knowledge of the date Company, the directors and officers of this Agreementeach such Subsidiary and the respective employees, no investigation consultants and agents of the Company and its Subsidiaries (in each case, to the extent acting for or review by any Governmental Authority with respect to on behalf of the Company or any of its Covered Subsidiaries), are and for the past five years have been in compliance with Anti-Corruption Laws in all material respects and have not (i) used any corporate funds for unlawful contributions, gifts, entertainment or other expenses related to political activity; (ii) made any unlawful payments to any government officials; or (iii) otherwise made any unlawful bribe, rebate, payoff, influence payment, kickback or similar payment in violation of any applicable Anti-Corruption Law. The Company and each of its Subsidiaries is pending orhave adopted, maintained, and adhered to the knowledge compliance policies and procedures and a system of the Company, threatened, nor, internal controls reasonably designed to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the sameensure compliance with Anti-Corruption Laws. (iid) None of the Company, its directors, officers or any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Knowledge of the Company’s knowledge, Affiliatesthe directors or officers of any such Subsidiary or the respective employees, agentsconsultants and agents of the Company or its Subsidiaries (in each case, in their capacity as a director, officer, agent, employee to the extent acting for or Affiliate on behalf of the Company or any of the Covered Subsidiaries its Subsidiaries): is aware of or has taken been for the past five years (i) a Sanctioned Person; (ii) transacted business with or for the benefit of any action, directly Sanctioned Person or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder otherwise violated Sanctions; or (the “FCPA”iii) and violated any other applicable antiEx-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewithIm Law. (iiie) None Neither the Company nor any of its Subsidiaries has been for the past five years the subject of any allegation or enforcement proceeding, nor to the Knowledge of the Company, any inquiry or investigation, regarding any possible violation of its Covered Subsidiariesapplicable Anti-Corruption Laws, their respective directors, officers, Ex-Im Laws or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (ivf) The operations As of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents, (A) the Company and its Covered Subsidiaries have, and at all times since March 31, 2015 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered its Subsidiaries has received applied for and obtained any written notice of any violation of benefit, loan, right or failure to comply with any Permit amount under the CARES Act or any actual or possible revocation, withdrawal, suspension, cancellation, termination or other Applicable Law intended to address COVID-19 that would reasonably be expected to result in material modification restrictions on the business of any Permit, the Company and (C) each such Permit has been validly issued or obtained and is in full force and effectits Subsidiaries.

Compliance with Applicable Laws; Permits. (ia) Each None of the Company Company, its Subsidiaries and, the Company’s and each of its Covered Subsidiaries (A) isSubsidiaries’ respective directors, officers, and has at all times since March 31, 2015 through the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March 31employees, 2015 through representatives, agents or Affiliates has conducted or entered into a contract to conduct any transaction with the date hereof, has not received notice from any Governmental Authority alleging that the Company governments or any of its Covered Subsidiaries is in violation of sub-division thereof, agents or representatives, residents of, or any applicable Law, except, entity based or resident in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, as of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, countries that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officerscurrently, or at the time such transaction was conducted or such contract entered into were, subject to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets ControlControl of the U.S. Treasury Department , the United Nations Security Council, the European Union, Union or Her Majesty’s Treasury, or other relevant sanctions authority Treasury (collectively, “Sanctions”), nor is ; and neither the Company located, organized or resident in a country or territory that is nor any of its Subsidiaries has financed the activities of any person currently subject of to any Sanctions; the . The Company will not directly or indirectly use the proceeds of from the sale of the SecuritiesNote, or lend, contribute or otherwise make available such proceeds to any Covered SubsidiariesSubsidiary, Affiliate, joint venture partners partner or other Relevant Person, to fund any person or entity for the purpose of financing the activities of or business with any Relevant Person, or in person currently subject to any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (ivb) The operations None of the Company Company, its Subsidiaries and, the Company’s and its Covered Subsidiaries are Subsidiaries’ respective directors, officers, and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements to the knowledge of the Company, employees, representatives, agents or affiliates, has violated, and the Company’s participation in the transaction contemplated hereby will not violate, any Anti-Money Laundering Laws (as defined below). As used herein, “Anti-Money Laundering Laws” means all applicable Laws regarding anti-money laundering, including, without limitation, Title 18 U.S. Code section 1956 and 1957, the USA Patriot Act, the Bank Secrecy Act, and international anti-money laundering statutes principals or procedures published by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of all jurisdictionswhich the United States is a member and with which designation the United States representative to the group or organization continues to concur, the rules and regulations thereunder in each case as amended, and any related executive order, directive, or similar rulesregulation pursuant to the authority of any of the foregoing, regulations or guidelines, issued, administered any orders or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and licenses issued thereunder. There is no action, suit or proceeding by or before any Governmental Authority court or governmental agency, authority or body or any arbitrator involving the Company or any of its Covered Subsidiaries with respect to the Anti-Money Laundering Laws that is pending or, to the best knowledge of the Company, threatened. (v) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents, (A) the Company and its Covered Subsidiaries have, and at all times since March 31, 2015 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effect.

Compliance with Applicable Laws; Permits. (ia) Each of the Company Washington and each of its Covered Subsidiaries are currently (A) is, and has have been at all times since March 31January 1, 2015 through the date hereof been, 2022) in compliance with all Laws applicable Laws to them and (B) their respective assets and properties in any jurisdiction relating to the knowledge lawful ownership and conduct of the CompanyWashington Business, since March 31other than any failures to be in compliance that would not be, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations thatreasonably be expected to be, individually or in the aggregate, material to the Washington and its Subsidiaries, taken as a whole. Since January 1, 2022, neither Washington nor its Subsidiaries has received any written notice from a Governmental Entity alleging that it or any properties are not in compliance with any Law applicable to the Washington Business, except where the failure to so comply would not reasonably be expected to be material to the Washington and its Subsidiaries, taken as a whole. (b) Except as would not be material to Washington and its Subsidiaries, taken as a whole, since January 1, 2022, none of Washington or any of its Subsidiaries, or, to the Knowledge of Washington, any of their respective officers, directors, employees, or, to the Knowledge of Washington, their representatives or agents (i) has offered or given (or promised or authorized the offering or giving of) anything of value or any payment to a Government Official or any other Person while knowing or having reason to know that all or a portion of such money or item of value may be offered, given or promised, directly or indirectly, to any Government Official for the purpose of influencing any action or decision of such Person, including a decision to fail to perform such Person’s official function, or to influence any act or decision of such Governmental Entity, in each case to assist Washington or its Subsidiaries in obtaining or retaining business, or directing business to any Person in violation of any applicable Anti-Corruption Laws, or (ii) has made or accepted any gift, bribe, payoff or kickback to from any person or have taken any action, directly or indirectly, in violation of any Anti-Corruption Laws. Since January 1, 2022, Washington and its Subsidiaries have instituted and maintained policies and procedures as may be required by applicable Anti-Corruption Laws. (c) Washington or its Subsidiaries hold all Permits (such Permits held by Washington and/or its Subsidiaries, the “Washington Permits”), including all Gaming Licenses and Financial Services Licenses, necessary for the lawful ownership and conduct of the Washington Business as presently conducted or contemplated to be conducted as of the Closing Date, other than such Permits (including Financial Services Licenses), the absence of which would not reasonably be expected to, individually or in the aggregate, be material to Washington and its Subsidiaries, taken as a Company Material Adverse Effect whole. Washington and its Subsidiaries are, and have been at all times since January 1, 2022, in compliance with the terms of the Washington and applicable Laws required to be complied with as a result of such Washington Permits, except, in each case, where the failure to be in compliance therewith would not have or reasonably be expected to, individually or in the aggregate, be material to Washington and its Subsidiaries, taken as a whole. The Washington Permits are valid and in full force and effect. Washington (or Subsidiaries thereof) and the Washington Business are not in material default or violation, and no event has occurred or condition exists that with notice of lapse of time or both would constitute a material default or violation, under the Washington Permits, except as disclosed would not reasonably be expected to be, individually or in the Company SEC Documentsaggregate, material to the Washington Business, taken as a whole. Except as disclosed would not reasonably be expected to, individually or in the Company SEC Documentsaggregate, be material to Washington and its Subsidiaries, taken as a whole, since January 1, 2022, (i) none of Washington or its Subsidiaries have received any written or, to the Knowledge of Washington, oral notification or communication from any Governmental Entity, Washington Network, or self-regulatory organization threatening to revoke, suspend or non-renew any Washington Permit, or to deny any Pending Permit, or otherwise of a default, breach of violation of any Washington Permit, and (ii) all applications required to have been filed for the renewal of any Washington Permit have been duly filed on a timely basis with the appropriate Governmental Entity, Washington Network, or self-regulatory organization, and all other filings required to have been made with respect to Washington Permits have been duly made on a timely basis with the appropriate Governmental Entity, Washington Networks or self-regulatory organizations including the payment of any fees and assessments required by or related to such Washington Permits. (d) Except as would not have or reasonably be expected to, individually or in the aggregate, be material to Washington and its Subsidiaries, taken as a whole, neither Washington nor its Subsidiaries, since January 1, 2022, have received any written notification, direction, orders or other communication of any material Proceeding regarding a violation and/or failure to comply with applicable Laws or any collection, processing, possession, handling, clearance, settlement or remittance of funds (“Washington Processing Matters”) with respect to the Washington Business or Washington or any of its Subsidiaries from any (i) Governmental Entity, (ii) self-regulatory organization, (iii) the National Automated Clearinghouse Association or (iv) any applicable payment network, exchange or association utilized in the Washington Business or by Washington and its Subsidiaries (including VISA, MasterCard, Discover and AMEX (clauses (iii) and (iv), collectively, the “Washington Networks”)). (e) Except as would not have or reasonably be expected to, individually or in the aggregate, be material to Washington and its Subsidiaries, taken as a whole, Washington and its Subsidiaries since January 1, 2022, have complied with and are not in default or violation under (i) any applicable bylaws, operating rules, regulations, guidelines, manuals, instructions, directives, and all other requirements of the applicable Washington Networks (the “Washington Network Rules”), in each case, which are either binding on the Washington Business or Washington (and its Subsidiaries) or with which the Washington Business or Washington (and its Subsidiaries) complies pursuant to contractual requirements, and (ii) any applicable Payment Card Industry Data Security Standards issued by the Payment Card Industry Security Standards Council, as may be revised from time to time, in each case of the foregoing clauses (i) and (ii), with respect to Washington Processing Matters. (f) Except as would not have or reasonably be expected to, individually or in the aggregate, be material to Washington and its Subsidiaries, taken as a whole, (i) none of Washington or its Subsidiaries, or any of their respective directors, officers, or employees, agents or other third party representatives, are, as of the date of this Agreement, no investigation or review by have, since January 1, 2022, been (A) a Sanctioned Person; (B) engaging in any Governmental Authority dealings or transactions with respect to or for the Company benefit of any Sanctioned Person or in any Sanctioned Country, in each case in violation of its Covered Subsidiaries is pending or, to the knowledge applicable Sanctions; or (C) otherwise in violation of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. Trade Controls; and (ii) None since January 1, 2022, none of the Company, Washington or its Subsidiaries has (1) received from any of its Covered Subsidiaries, Governmental Entity any of the Company’s written notice or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee inquiry; (2) made any voluntary or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 involuntary disclosure to any Covered Subsidiaries, joint venture partners Governmental Entity; or other Relevant Person, to fund (3) conducted any activities of internal investigation or business with audit concerning any Relevant Person, actual or in any country potential violation or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except wrongdoing in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documentsof clauses (1), (A2) the Company and its Covered Subsidiaries have, and at all times since March 31, 2015 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”3), and have made all necessary filings required under applicable related to Anti-Money Laundering Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of Trade Controls or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effectAnti-Corruption Laws.

Compliance with Applicable Laws; Permits. (ia) Each of With respect to the Company Business and each of its Covered all Company Owned Real Property, Company and the Company Subsidiaries (A) isare, and has since April 1, 2021 have at all times since March 31, 2015 through the date hereof been, in compliance with all applicable Laws and (B) to the knowledge Laws, except for instances of the Company, since March 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, have not been, or would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in be, material to the Company SEC DocumentsBusiness, taken as a whole. Except as disclosed in the Company SEC Documents, as of the date of this Agreement, no investigation or review by any Governmental Authority with With respect to the Company or Business and all Company Owned Real Property, neither Company nor any of its Covered Subsidiaries is pending orCompany Subsidiary has received any written communication since April 1, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any 2021 from a Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the that alleges that Company or any of the Covered Company Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses not in compliance with the FCPA and any applicable Law, other applicable antithan any alleged non-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case as, individually or in the aggregate, has not had been, or would not reasonably be expected to be, material to the Company Business, taken as a whole. With respect to the Company Business and all Company Owned Real Property, Company and the Company Subsidiaries possess all Governmental Approvals necessary for their lawful conduct and use as currently conducted and used, except for any failure to have such Governmental Approvals that, individually or in the aggregate, has not been, and would not reasonably be expected to have be, material to the Company Business, taken as a whole. (b) Company and each Company Subsidiary has, or after giving effect to the Separation will have, all Permits required to own, lease or operate their respective properties and assets and to conduct the Company Business as currently conducted and currently contemplated to be conducted, other than any Permits the absence of which, individually or in the aggregate, has not been, and would not reasonably be expected to be, material to the Company Business, taken as a whole (collectively, “Company Group Permits”), which Company Group Permits are set forth on Section 4.13(b) of the Company Disclosure Letter. Except as is not and would not reasonably be expected to be material to the Company Business, (i) each Company Group Permit is in full force and effect in accordance with its terms, and (ii) no written notice of revocation, cancellation or termination of any Company Group Permit has been received by Company or a Company Material Adverse Effect Subsidiary. Company and except as disclosed each Company Subsidiary is, and since April 1, 2021, has been, in compliance in all material respects with the terms of each Company SEC DocumentsGroup Permit. To the Knowledge of Company, no event or circumstance has occurred which would reasonably be expected to result in (Ax) the failure of Company or any Company Subsidiary to be in compliance with the terms of any Company Group Permit, or (y) the revocation, suspension or non-renewal of any Company Group Permit. (c) (i) Company and its Covered principals, as defined by FAR 52.209-5 or other applicable agency regulations, have not been debarred or suspended or, to the Knowledge of Company, proposed for debarment from participating in Government Contracts or Government Bids and (ii) to the Knowledge of Company, no circumstances exist that would warrant the institution of any such debarment or suspension proceedings. (d) Neither Company, any of the Company Subsidiaries, nor, to the Knowledge of Company, any of their respective directors, officers, employees, representatives or agents, in each case, acting on behalf of Company or the Company Subsidiaries, has since April 1, 2018, directly or knowingly indirectly, in respect of Company, the Company Subsidiaries haveor the Company Business: (i) used any funds for unlawful contributions, and at all times since March 31unlawful gifts, 2015 through unlawful entertainment or other unlawful expenses relating to political activity; (ii) made, offered, promised or authorized any payment or gift of money or anything of value to or for the date hereof have had and have been benefit of any official, officer, employee or representative of, or any Person acting in compliance withan official capacity for or on behalf of, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”)including any official or employee of any government-owned or government-controlled entity, and have made all necessary filings required under applicable Lawsany officer or employee of a public international organization, necessary as well as any Person acting in an official capacity for or on behalf of any such government or department, agency or instrumentality, or for or on behalf of any such public international organization) or anyone else, in each case, for the purpose of securing any improper advantage or action to conduct the business assist Company or any of the Company Subsidiaries in obtaining or retaining business for or with, or directing business to, any Person; or (iii) otherwise violated any applicable Anti-Corruption Laws. Company and the Covered Subsidiaries, (B) since March 31, 2015 through Company Subsidiaries have established and continue to maintain internal controls and procedures reasonably designed to ensure compliance with Anti-Corruption Laws. To the date hereofKnowledge of Company, neither the Company nor any of the Covered Company Subsidiaries (nor any of their respective directors, officers, representatives, agents or employees) is or has received any written notice been the subject of any enforcement actions, investigations, reviews, audits, notices or inquiries by or disclosures to any Governmental Authority related to Anti-Corruption Laws, and no investigation, review, audit, notice or inquiry by or disclosure to any Governmental Authority related to Anti-Corruption Laws is pending or, to the Knowledge of Company, threatened. (e) Neither Company, any of the Company Subsidiaries nor, to the Knowledge of Company, any of their respective directors, officers, employees, representatives, or agents, in each case, acting on behalf of Company or the Company Subsidiaries, has since April 1, 2018, directly or knowingly indirectly, in respect of Company, the Company Subsidiaries or the Company Business, violated any applicable Global Trade Laws. Neither Company, any Company Subsidiary nor, to the Knowledge of Company, any of their respective directors, officers, employees, representatives or agents (i) is a Sanctioned Person, (ii) is or has been, or is or has engaged in any business or dealings, directly or indirectly, with or for the benefit of, a Sanctioned Person or in a Sanctioned Country in violation of Global Trade Laws, (iii) is or failure to comply with has been engaging in any Permit export, reexport, transfer or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification provision of any Permitgoods, software, technology, data or service without, or exceeding the scope of, any required or applicable licenses or authorizations under all applicable Global Trade Laws, or (iv) is otherwise in violation of applicable Global Trade Laws, including valuation, classification or duty treatment requirements of imported or exported merchandise, the eligibility requirements of imported or exported merchandise for favorable duty rates or other special treatment for sourcing requirements. Neither Company, the Company Subsidiaries nor, to the Knowledge of Company, any of their respective directors, officers, employees, representatives, or agents, in each case, acting on behalf of Company or the Company Subsidiaries, is or has been the subject of any investigations, notices, reviews, audits or inquiries by or disclosures to any Governmental Authority related to Global Trade Laws, and no investigation, review, audit, notice or inquiry by or disclosure to any Governmental Authority related to Global Trade Laws is pending or, to the Knowledge of Company, threatened. Company and the Company Subsidiaries have established and continue to maintain compliance policies, procedures and practices reasonably designed to ensure compliance with Global Trade Laws. (Cf) Neither Company, the Company Subsidiaries nor, to the Knowledge of Company, any of their respective directors, officers, employees, representatives, or agents, in each such Permit case, acting on behalf of Company or the Company Subsidiaries, has been validly issued since April 1, 2021, directly or obtained knowingly indirectly, in respect of Company, the Company Subsidiaries or the Company Business, violated any applicable federal, state and is in full force local laws governing or otherwise regulating the manufacture, marketing, distribution, registration, use, importation, transportation, purchase or other acquisition, possession or sale or other transfer of firearms, ammunition or explosives, including the Gun Control Act of 1968 (Chapter 44 of Title 18, United States Code), the National Firearms Act of 1934, (Chapter 53 of Title 26, United States Code), the Arms Export Control Act (22 U.S.C. § 2778) and effectthe ITAR and other Laws (including public nuisance or similar Laws) relating to firearms, ammunition and explosives.

Compliance with Applicable Laws; Permits. (ia) Each of the Company and each of its Covered Subsidiaries (A) The Business is, and since April 1, 2011, has at all times since March 31, 2015 through the date hereof been, in compliance in all material respects with all Laws applicable to the conduct of the Business, including Anti-Corruption Laws and (B) to the knowledge of the Company, since March 31, 2015 through the date hereof, Healthcare Laws. There has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, as of the date of this Agreement, been no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries is Proceeding pending or, to the knowledge Knowledge of the CompanySellers, threatened, nor, to the knowledge of the Company, has threatened by any Governmental Entity or Regulatory Authority indicated an intention to conduct the same. (ii) None of the Companysince April 1, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance 2011 with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 respect to any Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a alleged material violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company Seller or any of its Covered Subsidiaries with respect Affiliates of any Law applicable to the Money Laundering Laws is pending or, to the best knowledge conduct of the Company, threatenedBusiness. (vb) Except in each case as, individually or in The Sellers and/or the aggregate, has not had Business hold all material Permits necessary for the conduct of the Business (the “Business Permits”). The Sellers and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents, (A) the Company and its Covered Subsidiaries haveBusiness are, and at all times since March 31April 1, 2015 through the date hereof 2011 have had and have been been, in compliance with, in all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, material respects with the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business terms of the Company and the Covered SubsidiariesBusiness Permits. Since April 1, (B) since March 312011, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries no Seller has received any written notice of or other written communication regarding any actual or possible violation of or failure to comply with any term or requirement of any Business Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Business Permit, and (C) each . Each such Business Permit has been validly issued or obtained and is is, and after the consummation of the transactions contemplated by this Agreement will be, in full force and effect. (c) No preclinical or clinical trials have been or are being conducted by or on behalf of the Sellers in respect of the Product. Except as set forth in Section 3.8(c) of the Seller Disclosure Schedules, no filings with or applications to the FDA or other 30 Regulatory Authority have been made by or on behalf of the Sellers or any of their Affiliates relating to the Product, and neither the Sellers nor any of their Affiliates has otherwise engaged in any communications (whether oral, written or electronically delivered) with any such Regulatory Authority relating to the Product. To the Knowledge of the Sellers, no Governmental Entity or Regulatory Authority has threatened to conduct an investigation, inquiry, audit or review relating to the Product.

Compliance with Applicable Laws; Permits. (i) Each of the The Company and each Subsidiary has complied in all material respects with all Applicable Laws and is not in violation in any material respect of, and has not received any written notices of its Covered Subsidiaries suspected, potential or actual violation with respect to, any Applicable Laws. Each consent, license, permit, grant or other authorization (A) is, and has at all times since March 31, 2015 through the date hereof been, in compliance with applicable Laws and (B) pursuant to the knowledge of the Company, since March 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that which the Company or any Subsidiary currently operates or holds any interest in any of its Covered Subsidiaries properties or (B) which is in violation required for the operation of the Company’s and the Subsidiaries’ business as currently conducted or the holding of any such interest (collectively, “Company Authorizations”) has been issued or granted to the Company or the applicable LawSubsidiaries, except, in except where the case of each of clauses (A) failure to have any such Company Authorization so issued or granted is not and (B), for such non-compliance and violations thatwould not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. The Company and each Subsidiary has at all times been in compliance in all material respects with all Company Authorizations. The Company Authorizations are in full force and effect and constitute all Company Authorizations required to permit the Company to operate or conduct its business or hold any interest in its properties or assets, except where the failure to have any such Company Authorization is not and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed be, individually or in the aggregate, material to the Company SEC Documentsand its Subsidiaries, taken as a whole. Except as disclosed set forth in Disclosure Schedule 3.1(l)(i), the operation of the Business, including the manufacture, import, export, testing, development, processing, packaging, labeling, storage, marketing, and distribution of all Company Products, is and at all times has been in material compliance with all Applicable Laws, Permits, and orders administered by any Governmental Entity, including the Food and Drug Administration (“FDA”). Except as set forth in Disclosure Schedule 3.1(l)(i), during the three year period ending on the date of this Agreement, the Company SEC Documentshas not had any product or manufacturing site subject to a Governmental Entity (including FDA) shutdown or import or export prohibition, as nor received any FDA Form 483 or other Governmental Entity notice of inspectional observations, “warning letters,” “untitled letters,” or similar correspondence or written notice from the FDA or other Governmental Entity alleging or asserting noncompliance with any Applicable Law, Permit or such correspondence or notice from any Governmental Entity, and, to the Knowledge of the Company, neither the FDA nor any Governmental Entity is considering such action. All preclinical and clinical trials in respect of the Company Business being conducted by or on behalf of the Company that have been or will be submitted to any Governmental Entity, including the FDA and its counterparts worldwide, in connection with any Permit, are being or have been conducted in compliance in all material respects with the required experimental protocols, procedures and controls pursuant to Applicable Law. To the Knowledge of the Company, neither the Company nor any Subsidiaries is the subject of any pending or threatened investigation in respect of the Company or Company Products, by the FDA pursuant to its “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” Final Policy set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto. Without limiting the foregoing, the Company and each Subsidiary has conducted its sales and marketing activity in compliance in all material respects with the U.S. Telephone Consumer Protection Act. (ii) The Company and the Subsidiaries have all material permits, licenses, approvals, franchises, orders, consents, authorizations, registrations, qualifications or other rights and privileges from any Governmental Entity, including the FDA (collectively, “Permits”), required to permit them to conduct the Business. As of the date of this Agreement, no investigation the Permits held by or review by any Governmental Authority with respect issued to the Company or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which Subsidiary are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents, (A) the Company and its Covered Subsidiaries have, and at all times since March 31, 2015 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effect, and the Company and each Subsidiary are in compliance in all material respects with each such Permit held by or issued to them.

Compliance with Applicable Laws; Permits. (ia) Each As of the Company and each of its Covered Subsidiaries (A) is, and has at all times since March 31, 2015 through the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that none of the Company Seller Entities or any of its Covered the Purchased Companies (or Subsidiaries thereof) is in violation of any Law applicable Lawto the conduct of the Business as presently conducted, exceptincluding all applicable Sanctions and Export Controls, in the case of each of clauses (A) and (B), except for such non-compliance and violations thatthat would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect. (i) Within five (5) years prior to the date of this Agreement, none of the Seller Entities or Purchased Companies (or Subsidiaries thereof) or, to the Knowledge of Seller, any of their respective officers or directors, in each case, with respect to the Business, has made or accepted any gift, bribe, payoff, items of value or kickback to or from any person in violation of the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), as amended, or the U.K. ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (collectively with the FCPA, “Anti-Corruption Laws”), (ii) to the Knowledge of Seller, none of the Seller Entities, Purchased Companies (or Subsidiaries thereof), or their respective officers or directors, in each case with respect to the Business, is under Governmental Entity investigation for, or has received any written notice from a Governmental Entity regarding, any violation of any Anti-Corruption Laws, Sanctions or Export Controls, (iii) none of the Seller Entities, Purchased Companies (or Subsidiaries thereof), or their respective officers or directors, are on any Sanctions List, and (iv) none of the Seller Entities or Purchased Companies (or Subsidiaries thereof) or, to the Knowledge of Seller, any of their respective officers or directors, in each case, with respect to the Business, is engaged in prohibited business dealings with individuals or entities identified on the Sanctions List to the extent it would violate applicable Laws. (c) The Seller Entities and/or the Purchased Companies (or Subsidiaries thereof) hold all Permits necessary for the conduct of the Business as presently conducted, other than any such Permits the absence of which would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, as of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case ashave, individually or in the aggregate, has not had a Business Material Adverse Effect (the “Business Permits”). The Seller Entities, the Purchased Companies (and their Subsidiaries) and the Business are in compliance with the terms of the Business Permits, except, in each case, as would not reasonably be expected to have have, individually or in the aggregate, a Company Business Material Adverse Effect and except as disclosed in the Company SEC Documents, Effect. (Ad) the Company and its Covered Subsidiaries have, and at all times since March 31, 2015 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable This Section 3.11 does not relate to matters with respect to Environmental Laws, necessary to conduct the business of the Company Taxes or Benefit Plans, such items being exclusively governed by Section 3.12, Section 3.13 and the Covered SubsidiariesSection 3.14, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effectrespectively.

Compliance with Applicable Laws; Permits. (ia) Each of the Company and each of its Covered Subsidiaries (A) Transferred Entity is, and has at all times since March 31, 2015 through the date hereof been, in compliance in all material respects with all Laws applicable Laws and (B) to the knowledge conduct of the CompanyBusiness as conducted by such Transferred Entity, since March 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), except for such non-compliance and violations thatprior to June 2, individually or in the aggregate, 2021 as would not reasonably be expected to have result in a Company Business Material Adverse Effect Effect. In the past three years, (i) no Transferred Entity has received written, or to the Knowledge of Seller, other notice alleging or stating that it is under investigation or audit with respect to, or been formally charged by a Governmental Entity with, the violation of any Laws, (ii) no Transferred Entity is or was under any such investigation or audit, and except as disclosed (iii) no Transferred Entity has conducted any internal investigation or audit in the Company SEC Documentsrespect of any actual or potential material violation of Law. Except as disclosed would not have a material effect on the Business, all reports required to be filed by or on behalf of a Transferred Entity in the Company SEC past three years with any Governmental Entity have been filed and, when filed, were correct and complete in all material respects. (b) Each Transferred Entity possesses all Permits necessary for the conduct of the Business conducted and as proposed to be conducted by it ("Required Permits"). All Required Permits are valid and in full force and effect in all material respects. The Transferred Entities have conducted their respective businesses in accordance in all material respects with the requirements of such Required Permits. To the Knowledge of Seller, no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute, a breach of or default under any such Required Permit and no Required Permit will be subject to modification or termination by its terms as a result of, or in connection with, the transactions contemplated by this Agreement or the Transaction Documents. No proceeding to modify, suspend, revoke, withdraw, terminate, deny the continuance or renewal of or otherwise limit any such Required Permit is pending or threatened in writing or to the Knowledge of Seller, otherwise threatened. (c) None of the Transferred Entities nor any of their respective directors, managers, officers, or employees or, to the Knowledge of Seller, any agent or representative thereof, during the past five years has offered, paid, promised to pay, or authorized the payment of any money or any other thing of value to any Person (i) with the intention of inducing improper conduct on the part of the recipient or (ii) to otherwise secure an undue or improper advantage for the Transferred Entities in violation of any Anti-Corruption Law. (d) None of the Transferred Entities nor any of their respective directors, managers, officers, or employees or, to the Knowledge of Seller, any agent or representative thereof during the past five years (i) has been or is a Person (x) with whom dealings are prohibited by any International Trade Laws; (y) a Governmental Entity of, resident in, or organized under the Laws of a country or territory that is the target of comprehensive sanctions (as of the date of this Agreement, no investigation Cuba, Iran, North Korea, Syria, and the Crimea region and so-called Donetsk People's Republic and Luhansk People's Republic in Ukraine); or review (z) 50% or more owned or controlled by any Governmental Authority of the foregoing Persons (collectively, a "Sanctioned Person"); or (ii) has (acting for or on behalf of the Transferred Entities) transacted business with respect to or for the Company benefit of a Sanctioned Person or otherwise violated applicable International Trade Laws. (e) None of the Transferred Entities has been, during the past five years, the subject of any of its Covered Subsidiaries is pending written (or, to the knowledge Knowledge of the CompanySeller, threatenedother) allegation, norvoluntary disclosure, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same.investigation, (iif) None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses Transferred Entities is in compliance with all applicable tariff Laws, including the FCPA maintenance of contemporaneous documentation substantiating the tariff practices and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None methodology of the Companyapplicable Transferred Entity, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctionsall material respects. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents, (A) the Company and its Covered Subsidiaries have, and at all times since March 31, 2015 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effect.

Compliance with Applicable Laws; Permits. (i) Each of the Company and each of its Covered Subsidiaries (A) is, and has at all times since March 31, 2015 through the date hereof been, in compliance with applicable Laws and (B) Except as would not have or would not reasonably be expected to the knowledge of the Company, since March 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations thathave, individually or in the aggregate, a Company Material Adverse Effect, (a) the Company is, and at all times since January 1, 2017, has been, in compliance with all applicable Laws (including Anti-Corruption Laws) and all Permits applicable to the business and operations of the Company, and (b) the Company holds, and is in compliance with, all Permits required by Law for the conduct of its business as it is now being conducted. Since January 1, 2017, the Company has not received any written notice or notification, or to the Knowledge of the Company, any other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any applicable Law, except where such violations or non-compliance would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect and except as disclosed in the Company SEC DocumentsEffect. Except as disclosed would not reasonably be expected to have, individually or in the aggregate, a Company SEC DocumentsMaterial Adverse Effect, as all Permits held by the Company are valid and in full force and effect. No suspension, cancellation, non-renewal, or adverse modifications of any Permits of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries is pending or, to the knowledge Knowledge of the Company, threatened, norexcept for any such suspension or cancellation which would not reasonably be expected to have, to individually or in the knowledge of the Companyaggregate, has any Governmental Authority indicated an intention to conduct the same. (ii) a Company Material Adverse Effect. None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each Knowledge of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, employees, agents or to the knowledge of the Companyrepresentatives: (i) is a Designated Person, any of their respective agents, employees (ii) is a Person that is owned or Affiliates controlled by a Designated Person; (iii) is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country Sanctioned Country; or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of has or is now, in connection with the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge business of the Company, threatened. (v) Except in each case asengaged in, individually any dealings or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents, transactions (A) the Company and its Covered Subsidiaries have, and at all times since March 31, 2015 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of with any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered SubsidiariesDesignated Person, (B) since March 31in any Sanctioned Country, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit otherwise in material violation of Sanctions. For at least the previous five (5) years, the Company has been validly issued maintained and implemented policies, procedures and controls to ensure compliance with all Anti-Corruption Laws applicable to the Company. This Section 3.12 does not relate to Taxes; Company Benefit Plans or obtained Company Benefit Agreements (including their compliance with any applicable Law) or ERISA; Environmental Permits, Environmental Laws, Environmental Claims, Releases, Hazardous Materials or other environmental matters; or Intellectual Property, which are addressed in Sections 3.08, 3.09, 3.14 and is in full force and effect3.17, respectively.

Compliance with Applicable Laws; Permits. (i) Each of the Company and each of its Covered Significant Subsidiaries (A) except as set forth in the Company SEC Documents prior to the date of this Agreement, is, and has at all times since March December 31, 2015 2013 through the date hereof been, in compliance with applicable Laws and (B) to the best knowledge of the Company, since March December 31, 2015 2013 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Significant Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC DocumentsEffect. Except as disclosed in the Company SEC Documents, as As of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Significant Subsidiaries that is reasonably expected to have a Company Material Adverse Effect is pending or, to the best knowledge of the Company, threatened, nor, to the best knowledge of the Company, has any Governmental Authority indicated an intention to conduct the samesame that is reasonably expected to have a Company Material Adverse Effect. (ii) None of (A) Neither the Company, Company nor any of its Covered Subsidiaries, Significant Subsidiaries nor any of the Company’s or the Covered its Significant Subsidiaries’ respective directors, officers, agents, employees or, to the Company’s knowledge, Affiliates, agentsor affiliates, in their capacity as a director, officer, agent, employee or Affiliate affiliate of the Company or any of the Covered its Significant Subsidiaries is aware of or has taken any action, directly or indirectly, action that would result in a violation by such Persons persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPAForeign Corrupt Practices Act”) and any other applicable anti-corruption Laws to which they may be subject,. Each , (B) the Company and its Significant Subsidiaries and, to the best knowledge of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA Foreign Corrupt Practices Act and any other applicable anti-corruption Laws to which they may be subject and (C) the Company and its Significant Subsidiaries have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of Except as set forth in the Company, any of its Covered Subsidiaries, their respective directors, officers, or Company SEC Documents prior to the knowledge date of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending this Agreement or, to the best knowledge of the Company, threatened. (v) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC DocumentsEffect, (A) the Company and its Covered Significant Subsidiaries have, and at all times since March December 31, 2015 through the date hereof 2013 have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered SubsidiariesSignificant Subsidiaries and to own, lease and operate their properties, (B) since March December 31, 2015 2013 through the date hereof, neither the Company nor any of the Covered its Significant Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, Permit and (C) each such Permit has been validly issued or obtained and is in full force and effect.

Compliance with Applicable Laws; Permits. (ia) Each of the Company and each of its Covered Subsidiaries (A) isThe Acquired Companies are, and has at all times since March December 31, 2015 through the date hereof 2020 have been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March 31, 2015 through the date hereof, has are not received notice from any Governmental Authority alleging that the Company in default under or any of its Covered Subsidiaries is in violation of any applicable LawLaws to which the Acquired Companies or any of their respective properties or assets are subject, except, in the case of each of clauses (A) and (B), for except where such non-compliance and violations thatcompliance, default or violation (i) has been remedied prior to the date hereof or (ii) would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Since December 31, 2020, none of the Acquired Companies has received written notice (which shall include any written “▇▇▇▇▇ notice” or any other written indication of the commencement of a regulatory enforcement action) of or been charged with any violation of or non-compliance with any Law or Order by any Governmental Authority, except where any such alleged violation or non-compliance would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, as of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case asbe, individually or in the aggregate, has not had material to the Acquired Companies, taken as a whole. (b) The Acquired Companies are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, clearances, non-objections, approvals, registrations and orders of any Governmental Authority required in order for the Acquired Companies to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Company Permits would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. All Company SEC DocumentsPermits are in full force and effect, (A) except where the failure to be in full force and effect would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. There is no Proceeding pending, or, to the Knowledge of the Company, threatened in writing, that seeks or would reasonably be expected to result in the revocation, cancellation, termination, suspension, non-renewal, limitation or modification of any Company Permit, except where such revocation, cancellation, termination, suspension, non-renewal, limitation or modification would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Each of the Company and its Covered Subsidiaries haveis, and at all times since March December 31, 2015 through the date hereof have had and have been 2020 has been, in compliance within all material respects with the terms and conditions of the Company Permits, except where a failure to comply would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. (c) Since December 31, 2020, the Acquired Companies have timely filed all licensesContracts, permitsreports, qualificationsstatements, accreditations, approvalsdocuments, registrations, consents, authorizations, franchises, variances, exemptions filings and orders of submissions required to be filed with any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, that are necessary to conduct operate the business of the Company and Acquired Companies in the Covered Subsidiariesordinary course, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or except where a failure to comply with any Permit make such filing would not reasonably be expected to be, individually or any actual or possible revocationin the aggregate, withdrawalmaterial to the Acquired Companies, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effecttaken as a whole.

Compliance with Applicable Laws; Permits. (ia) Each The Seller Entities are not, and since the date of the Company and each introduction of its Covered Subsidiaries (A) is, and has at all times since March 31, 2015 through the date hereof Products to human populations have not been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable LawLaw with respect to the Business, including (i) the FDCA and applicable binding implementing regulations issued by the FDA and (ii) the applicable Laws of any other jurisdiction in which the Business conducts research, markets, commercializes, distributes and sells Products, except, in the case of each of the foregoing clauses (i) and (ii), for violations that would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole. Except as would not reasonably be expected to be material to the Business, taken as a whole, since January 1, 2016, none of the Seller Entities has received any notice, warning letter, or similar communications that (A) alleges a violation of, or asserts a failure to comply with, any applicable Law, or (B) imposes an obligation to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, in each case with respect to the Business. (b) All pre-clinical and clinical investigations in respect of a Product, Product candidate or in vitro diagnostic device conducted or sponsored by Seller or any of its Subsidiaries are being and, since the date of introduction of the Products to human populations, have been, conducted in compliance with all applicable Laws, including (i) FDA regulations for the design, conduct, performance, monitoring, auditing, recording, analysis and reporting of clinical trials contained in Title 21 parts 50, 54, 56, 312, 314 and 320 of the Code of Federal Regulations, and (B)ii) any applicable federal, state and provincial applicable Laws restricting the collection, use and disclosure of individually identifiable health information and personal information, except, in each case, for such non-compliance and violations noncompliance that, individually or in the aggregate, would not reasonably be expected to have be material to the Business, taken as a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. whole. (c) Except as disclosed in would not reasonably be expected to be material to the Company SEC DocumentsBusiness, taken as of the date of this Agreementa whole, no investigation or review by any Governmental Authority with respect to the Company or Business, including the development, registration (including the Product Registrations), manufacturing, packaging (including the Packaging Materials), promotion (including the Promotional Materials), distribution, marketing, use and sale of the Products, neither Seller nor any of its Covered Subsidiaries is pending orhas received since January 1, 2018, any notice of observations, untitled letter, warning letter, notice of enforcement action or other correspondence or communication from the FDA or any other analogous Governmental Entity in which the FDA or such other analogous Governmental Entity asserted that the registration (including the Product Registrations), manufacturing, packaging, promotion (including the Promotional Materials), distribution, marketing, use and sale of the Products was not in compliance with applicable Law. (d) Except as would not, individually or in the aggregate, reasonably be expected to be material to the knowledge of Business, taken as a whole: (i) since January 1, 2016, neither the Company, threatened, Seller Entities nor, to the knowledge Knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the CompanySeller, any of its Covered Subsidiariestheir respective officers, directors or employees, in each case, with respect to the Business, has made or accepted any gift, bribe, payoff or kickback to from any person in violation of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder U.K. ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇’s Sapin II, or any comparable applicable Laws in other jurisdictions (collectively, “Anti-Corruption Laws”), (ii) to the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each Knowledge of Seller, none of the CompanySeller Entities, its Covered Subsidiaries andwith respect to the Business, is under Governmental Entity investigation for, or has received any written notice from a Governmental Entity regarding, any violation of any Anti-Corruption Laws, and (iii) none of the Seller Entities, with respect to the Business, or any of their respective officers, directors or employees has conducted or initiated any internal investigation or made a voluntary disclosure to any Governmental Entity with respect to any alleged act or omission arising under the Anti-Corruption Laws. (e) Since January 1, 2016, with respect to the Business, none of the Seller Entities nor any of their Affiliates or, to the Company’s knowledgeKnowledge of Seller, their respective Affiliates Representatives or any Person acting on behalf of any of the foregoing, has taken any corrupt action with respect to any Person, intending to improperly obtain or retain business, or an advantage in the conduct of business, for Seller, that would have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewithbreached Section 3.12(d) if that Person were a public official. (iiif) None of the CompanySince January 1, any of its Covered Subsidiaries2016, their respective directors, officers, or with respect to the knowledge Business, no Seller Entity nor, to the Knowledge of the CompanySeller, any of their respective agents, employees Representatives or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target any Person acting on behalf of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Controlforegoing, the United Nations Security Council, the European Union, Her Majesty’s Treasuryhas received any notice of, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; the Company will not directly of, any investigation, inquiry, audit, request for information, review, subpoena or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation inspection by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor government or otherwise) of Sanctionsquasi-governmental organization. (ivg) The operations Seller Entities hold all material Permits necessary for the conduct of the Company Business, including all such Permits under the FDCA, the Public Health Service Act, as amended, and its Covered Subsidiaries the regulations promulgated thereunder (the “Business Permits”). Each such Business Permit is in full force and effect. The Seller Entities are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements the terms of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related Business Permits. There are no Proceedings pending or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge Knowledge of the CompanySeller, threatened, which would reasonably be expected to result in the cancelation, termination, limitation or non-renewal of any Business Permit. (vh) Except in each case as, individually or in the aggregate, has not had and as would not reasonably be expected to be material to the Business, taken as a whole, all applications, notifications, submissions, information, claims, reports and statistics and other data and conclusions derived therefrom, utilized as the basis for or submitted in connection with any and all requests for a Product Registration or other Permit from the FDA or an analogous Governmental Entity by any Seller Entity in respect of the Business were true, complete and accurate in all material respects as of the date of submission and any required or material updates, changes, corrections or modification to such applications, submissions, information and data have been submitted to the FDA or other analogous Governmental Entity to the extent required by applicable Law. (i) Except as would not reasonably be expected to be material to the Business, taken as a Company whole, with respect to the Business, none of the Seller Entities, nor to the Knowledge of Seller, any of their directors, officers or employees, has been excluded, suspended or debarred from participation in any state or federal or foreign health care program or, to the Knowledge of Seller, is subject to an inquiry, investigation, Proceeding or other similar matter that could reasonably be expected to subject the Seller Entities’ employees, officers, or directors to exclusion, suspension or debarment. (j) Except as would not reasonably be expected to be material to the Business, taken as a whole, to the Knowledge of Seller, (i) none of the executive officers of Seller or any of its Subsidiaries, in respect of the Business, have been disqualified or debarred by any Governmental Entity for any purpose, or have been charged with or convicted under any applicable Law for conduct relating to the development or approval or otherwise relating to the regulation of any drug product under any applicable Law, and (ii) neither Seller nor any of its Subsidiaries, in respect of the Business, is the subject of any pending investigation in respect to the Business or the Products by the FDA pursuant to its “Fraud, Untrue Statements of Material Adverse Effect Facts, Bribery, and except Illegal Gratuities” Final Policy set forth in 56 Fed. Reg. 46,191 (September 10, 1991) and any amendments thereto or comparable policies in any other jurisdictions. (k) No Seller Entity nor, to the Knowledge of Seller, any Person acting on behalf of any of them, has directly or indirectly through a third party intermediary entered into any Contract with respect to the Business that remains in effect and that contains provisions reflecting participation in or cooperation with the Arab League boycott of Israel. (l) Except as disclosed would not reasonably be expected to be material to the Business, taken as a whole, no Seller Entity, with respect to the Business, has at any time since January 1, 2016 (i) engaged in the Company SEC Documentssale, purchase, import, export, re-export or transfer of products or services, either directly or indirectly, to or from (A) the Company and its Covered Subsidiaries haveCuba, and at all times since March 31Crimea, 2015 through the date hereof have had and have been in compliance withIran, all licensesNorth Korea, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority or Syria (collectively, the “PermitsSanctioned Countries”) or (B) any Person targeted by United States, United Nations, United Kingdom or European Union economic sanctions or export controls, including Persons who are owned or controlled by the government of a Sanctioned Country, Persons designated on the US Treasury Department’s Office of Foreign Assets Control (“OFAC”) List of Specially Designated Nationals and Blocked Persons or who are 50% or more owned by such Persons, Persons identified on any other sanctions-related list maintained by OFAC or any sanctions-related list maintained by the US Department of State, or Persons identified on the US Commerce Department’s Entity List, Denied Persons List, or Unverified List (collectively, “Restricted Parties”), and or (ii) been a party to or express third party beneficiary of, or had any interest in, any franchise, license, management or other Contract with any Person, either public or private, in the Sanctioned Countries or with any Restricted Parties, or been a party to any investment, deposit, loan, borrowing or credit arrangement or involved in any other financial dealings, directly or indirectly, with any Person, either public or private, in the Sanctioned Countries or who is a Restricted Party. No Seller Entity nor any present directors, executive officers or employees thereof are Restricted Parties. (m) Except as would not reasonably be expected to be material to the Business, taken as a whole, since January 1, 2016, all exports, re-exports, imports, sales or transfers of products or services of the Business have made been effected in accordance with all necessary filings required under applicable Laws. All products shipped by the Business have been accurately marked, necessary labeled and transported in all respects in accordance with applicable Laws. (n) Except as would not reasonably be expected to conduct be material to the business Business, taken as a whole, since January 1, 2016, the Seller Entities, in each case in respect of the Company Business, have complied in all material respects with Laws to which they are subject with respect to healthcare regulatory matters, including (i) 42 U.S.C. §§ 1320a-7, 7(a) and 7(b) (criminal penalties for acts involving Federal health care programs), commonly referred to as the “Federal Anti-Kickback Statute”, (ii) 42 U.S.C. § 1395nn (limitation on certain physician referrals), commonly referred to as the “▇▇▇▇▇ Law”, (iii) the statute commonly referred to as the “Federal False Claims Act”, (iv) HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, (v) all other applicable Laws of the United States relative to healthcare regulatory matters and the Covered Subsidiariesregulations promulgated to implement the foregoing Laws described in clauses (i) – (iv), (B) since March 31, 2015 through the date hereof, neither the Company nor as well as any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permitcomparable state Laws and regulations, and (Cvi) each the comparable applicable Laws and regulations of any domestic or foreign jurisdiction other than the United States federal government or any state, county, municipal or other political subdivision within the United States. (o) Except as would not reasonably be expected to be material to the Business, taken as a whole, all filings required to be made by any Seller Entity, including any filings to the FDA or any other Governmental Entity, including the Center for Medicare and Medicaid Services, with respect to the Products and the Business, including any filings and disclosures required under the Federal Physician Payments “Sunshine” Act, 42 USC §1320a-7h, and any applicable state Laws and Laws of any other Governmental Entity where the Products and the Business are developed, researched, manufactured, commercialized or sold, have been made in a timely manner and were true and correct at the time of such Permit has been validly issued or obtained and is in full force and effectfiling.

Compliance with Applicable Laws; Permits. (ia) Each of The Purchased Entity, its Subsidiaries and the Company Seller Entities (with respect to the Business) are currently (and each of its Covered Subsidiaries (A) is, and has have been at all times since March 31January 1, 2015 through the date hereof been, 2021) in compliance with all Laws applicable Laws to them and (B) their respective properties in any jurisdiction relating to the knowledge conduct of the Company, since March 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except Business as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, conducted as of the date of this Agreement, no investigation other than any failures to be in compliance that would not have reasonably be expected to have, individually or review by any Governmental Authority in the aggregate, a Business Material Adverse Effect. (b) Except as would not have or reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect, since January 1, 2021, (i) none of the Seller Entities or the Purchased Entity (or Subsidiaries thereof), in each case with respect to the Company or any of its Covered Subsidiaries is pending Business, or, to the knowledge Knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the CompanySeller, any of its Covered Subsidiariestheir respective officers, any of the Company’s or the Covered Subsidiaries’ respective directors, officersemployees, employees orrepresentatives, to the Company’s knowledge, Affiliates, or agents, in their capacity as a directoreach case with respect to the Business, officerhas made or accepted any gift, agentbribe, employee payoff or Affiliate of the Company or kickback to from any of the Covered Subsidiaries is aware of person or has taken any action, directly or indirectly, that would result in a violation by such Persons of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder 1977 (the “FCPA”), as amended, or the U.K. Bribery Act 2010 and the Dutch implementation of the Anti-money laundering Directive (EU) 2018/843, in the Dutch AML Act (Wet ter voorkoming van witwassen en financiering van terrorisme) as amended from time to time (the “Dutch AML Act”) (collectively with the FCPA and the U.K. Bribery Act 2010, “Anti-Corruption Laws”) and any other applicable anti-corruption Laws (ii) to which they may be subject,. Each the Knowledge of Seller, none of the CompanySeller Entities or Purchased Entity (or Subsidiaries thereof) or any of their respective officers, its Covered Subsidiaries anddirectors, employees, representatives, or agents, in each case with respect to the Business, are subject to investigations, disciplinary proceedings, or enquiries by any Governmental Entity for, or has received any written or, to the Company’s knowledgeKnowledge of Seller, their respective Affiliates oral notice from, or made a voluntary disclosure to, a Governmental Entity regarding, any violation of any Anti-Corruption Laws. Since January 1, 2021, the Seller Entities and the Purchased Entity (or Subsidiaries thereof), in each case with respect to the Business, have conducted their businesses instituted and maintained policies and procedures intended to ensure compliance with applicable Anti-Corruption Laws and other applicable Laws in each relevant jurisdiction. (c) The Seller Entities or the Purchased Entity (or Subsidiaries thereof) hold all Permits, including, all Gaming Licenses and Financial Services Licenses, necessary for the conduct of the Business as presently conducted, other than such Permits (including Financial Services Licenses), the absence of which would not reasonably be expected to, individually or in the aggregate, be material to the Business and the Purchased Entity and its Subsidiaries, taken as a whole. The Seller Entities and the Purchased Entity (and its Subsidiaries), in each case with respect to the Business, are, and have been at all times since January 1, 2021, in compliance with the FCPA terms of the Business Permits and applicable Laws required to be complied with as a result of such Business Permits, except, in each case, where the failure to be in compliance therewith would not have or reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect. Except as would not reasonably be expected to, individually or in the aggregate, be material to the Business and the Purchased Entity and its Subsidiaries, taken a whole, since January 1, 2021, (i) none of the Seller Entities or the Purchased Entity (or its Subsidiaries) have received any other applicable antiwritten or, to the Knowledge of Seller, oral notification or communication from any Governmental Entity, Network, or self-corruption Laws regulatory organization threatening to which they may be subject and have instituted and maintain policies and procedures designed revoke, suspend or non-renew any Business Permit, or to ensuredeny any Pending Permit, and which are reasonably expected (ii) all applications required to continue have been filed for the renewal of any Business Permit have been duly filed on a timely basis with the appropriate Governmental Entity, Network, or self-regulatory organization, and all other filings required to ensurehave been made with respect to Business Permits have been duly made on a timely basis with the appropriate Governmental Entity, continued compliance therewithNetworks or self-regulatory organizations including the payment of any fees and assessments required by or related to such Business Permits. (iiid) None Except as would not have or reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect, neither the Seller Entities nor the Purchased Entity (and its Subsidiaries), in each case with respect to the Business, since January 1, 2021, received any written notification, direction, orders or other communication of any material Proceeding regarding a violation and/or failure to comply with applicable Laws or any collection, processing, possession, handling, clearance, settlement or remittance of funds (“Processing Matters”) with respect to the Company, Business or the Purchased Entity or any of its Covered Subsidiaries from any (i) Governmental Entity, (ii) self-regulatory organization, (iii) the National Automated Clearinghouse Association or (iv) any applicable payment network, exchange or association utilized in the Business or the Purchased Entity (including VISA, MasterCard, Discover and AMEX, ((iii) and (iv), collectively, the “Networks”)). (e) Except as would have or reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect, the Seller Entities and the Purchased Entity (and its Subsidiaries), in each case with respect to the Business, since January 1, 2021, have complied with and are not in default or violation under (i) any applicable bylaws, operating rules, regulations, guidelines, manuals, instructions, directives, and all other requirements of any applicable Network (the “Network Rules”), in each case, which are either binding on the Business or the Purchased Entity (and its Subsidiaries) or with which the Business or the Purchased Entity (and its Subsidiaries) complies pursuant to contractual requirements, and (ii) the Payment Card Industry Data Security Standard issued by the Payment Card Industry Security Standards Council, as may be revised from time to time, in each case of the foregoing clauses (i) and (ii), with respect to Processing Matters. (f) Except as would, individually or in the aggregate reasonably be expected to have a Business Material Adverse Effect, (i) none of the Seller Entities or Purchased Entity (or Subsidiaries thereof), in each case with respect to the Business, is as of the date hereof under Governmental Entity investigation for, or since January 1, 2021, has received any written or, to the Knowledge of Seller, oral notice from, or made a voluntary disclosure to, a Governmental Entity regarding, any violation of any Anti-Money Laundering Laws; (ii) none of the Purchased Entity (or Subsidiaries thereof), or any of their respective directors, officers, or to the knowledge employees, agents or other third party representatives, are, as of the Companydate of this Agreement, or have, since January 1, 2021, been (A) a Sanctioned Person; (B) engaging in any of their respective agents, employees dealings or Affiliates is an individual transactions with or entity (“Relevant Person”) currently for the subject or target benefit of any sanctions administered Sanctioned Person or enforced by the applicable Governmental Authoritiesin any Sanctioned Country; (C) otherwise in violation of any Sanctions, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s TreasuryEx-Im Laws, or other relevant sanctions authority U.S. anti-boycott Laws (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering LawTrade Controls”); and no action(iii) none of the Seller Entities or the Purchased Entity (or Subsidiaries thereof), suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries in each case with respect to the Money Laundering Laws is pending orBusiness (1) have received from any Governmental Entity any written notice or inquiry, (2) made any voluntary or involuntary disclosure to the best knowledge of the Company, threatened. any Governmental Entity or (v3) Except conducted any internal investigation or audit concerning any actual or potential violation or wrongdoing in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documentsof clauses (1), (A2) the Company and its Covered Subsidiaries have, and at all times since March 31, 2015 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”3), and have made all necessary filings required under applicable related to Anti-Money Laundering Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of Trade Controls or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effectAnti-Corruption Laws.

Compliance with Applicable Laws; Permits. (ia) Each of the Company and each of its Covered Subsidiaries (A) Transferred Entity is, and since January 1, 2022 has at all times since March 31, 2015 through the date hereof been, in compliance in all material respects with all Laws applicable to such Transferred Entity and the conduct of the Business as currently conducted. (b) Each Transferred Entity possesses all material Permits necessary for the conduct of the Business conducted by it. All Permits described in the immediately preceding sentence are in full force and effect, except as would not have a material effect on the Business, taken as a whole. Each Transferred Entity has conducted its respective business in accordance with the requirements of such Permits, except as would not have a material effect on the Business, taken as a whole. (c) Each Transferred Entity is and, in the past five years has been, in material compliance with applicable Laws and (B) to the knowledge of the CompanyAnti-Corruption Laws. No Transferred Entity, since March 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or nor any of its Covered Subsidiaries is in violation of any applicable Lawrespective officers, exceptmanagers, in the case of each of clauses (A) and (B)directors, for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, as of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatenedemployees, nor, to the knowledge Knowledge of Sellers, their respective agents or third-party representatives acting for or on behalf of any of the CompanyTransferred Entities, has have, directly or indirectly: (i) made any Governmental Authority indicated an intention unlawful payment or given, offered, promised, or authorized or agreed to conduct the samegive, any money or thing of value, directly or knowingly indirectly, to any Government Official in violation of applicable Anti-Corruption Laws; (ii) used any funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity; or (iii) otherwise materially violated or is in material violation of any applicable Anti-Corruption Law. (iid) None of the Company, Transferred Entities nor any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or employees, nor to the knowledge Knowledge of the CompanySellers, any of their respective agents, employees or Affiliates is an individual third-party representatives acting for or entity (“Relevant Person”) currently the subject or target on behalf of any sanctions administered the Transferred Entities, is or enforced by has been since April 24, 2019: (i) a Sanctioned Person; (ii) engaged in any dealings or transactions with or for the applicable Governmental Authorities, including, without limitation, the U.S. Department benefit of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, Sanctioned Person or in any country Sanctioned Country, in each case, in violation of applicable Sanctions; or territory(iii) in material violation of any applicable Sanctions. During the past five years, thatnone of the Transferred Entities nor any of their respective directors, at officers or employees, nor, to the time Knowledge of such fundingSellers, any of their respective agents or third-party representatives acting for or on behalf of any of the Transferred Entities is or has been (in material violation of applicable International Trade Laws. (e) In the subject of Sanctions past five years (or in the case of applicable Sanctions, since April 24, 2019), none of the Transferred Entities or Sellers with respect to the Transferred Entities have received from any other manner that will result Governmental Entity any written notice, inquiry, or allegation from, or made any voluntary or involuntary disclosure to a Governmental Entity in each case related to a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated herebyor potential violation of applicable Anti-Corruption Laws, whether as underwriterInternational Trade Laws, advisor, investor or otherwise) of Sanctions. (ivf) The operations To the Knowledge of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictionsSellers, the rules Transferred Entities have implemented and regulations thereunder and any related or similar rulesmaintain a system of internal controls sufficient to provide reasonable assurance that violations of applicable Anti-Corruption Laws, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents, (A) the Company and its Covered Subsidiaries haveSanctions, and at all times since March 31, 2015 through the date hereof have had International Trade Laws will be detected and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effectdeterred.

Compliance with Applicable Laws; Permits. (a) (i) Each None of the Company and each of its Covered Subsidiaries (A) Seller Entities is, and for the last three (3) years none of the Seller Entities has at all times since March 31, 2015 through the date hereof been, in compliance with violation of any Law or Judgment applicable Laws and (B) to the knowledge conduct of the Company, since March 31, 2015 through Business and no written notices have been received by the date hereof, has not received notice from any Governmental Authority alleging that the Company Seller or any of its Covered Subsidiaries is in Affiliates, and no Proceedings have been pending or filed against the Seller or any Affiliates alleging any violation of or noncompliance with any applicable Lawsuch Laws or Judgment with respect to the Business, except, in the case of each of clauses (A) and (B), except for any such violation or non-compliance and violations thatthat is not, individually or in the aggregate, would not reasonably be expected material to have the Business, taken as a Company Material Adverse Effect whole, and except as disclosed (ii) there is no Business-related inspection, audit, investigation, finding, penalty assessment or other compliance or enforcement action (including fines) currently pending, or to the Seller’s Knowledge, threatened in writing against the Seller or any of its Affiliates by a Governmental Entity, and no event has occurred or circumstance exists that (with or without notice or lapse of time) that may constitute or result in a violation by the Seller or any of its Affiliates of any Law or Judgment applicable to the conduct of the Business, in each case of clause (i) and (ii), that is, individually or in the Company SEC Documents. Except aggregate, material to the Business, taken as disclosed in a whole. (b) Section 3.12(b) of the Company SEC DocumentsSeller Disclosure Schedules sets forth, as of the date of this Agreement, no investigation or review a true and complete list of the Business Permits. The Seller Entities hold, and for the last three years have held, all material Permits reasonably necessary for the conduct of the Business as presently conducted by any Governmental Authority the Seller Entities as of the date hereof (the “Business Permits XE "Business Permits" \t "3.12(b)" ”). The Seller Entities are in compliance in all material respects with respect the terms of the Business Permits and the Business Permits are valid, binding and in full force and effect, except as would not reasonably be expected to be material to the Company or any of its Covered Subsidiaries is Business, taken as a whole. There are no Proceedings pending or, to the knowledge Seller’s Knowledge, threatened in writing alleging any violation or breach of, or the failure to hold, or of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiariesdefault under, any of the Company’s or the Covered Subsidiaries’ respective directorsBusiness Permits, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or except for any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, such Proceeding that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case asnot, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in be material to the Company SEC Documents, (A) the Company and its Covered Subsidiaries have, and at all times since March 31, 2015 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effectBusiness.

Compliance with Applicable Laws; Permits. (ia) Each None of the Company and each of its Covered Seller Entities or the Purchased Entities (or Subsidiaries (Athereof) is, and or has been at all times since March 31any time in the last three (3) years, 2015 through the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any Law applicable Lawto the conduct of the Business as presently conducted or the Purchased Assets, except, in the case of each of clauses (A) and (B), except for such non-compliance and violations thatthat would not, individually or in the aggregate, would not reasonably be expected to have be material to the Business, taken as a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, as whole. (b) None of the date Seller Entities or the Purchased Entities (or Subsidiaries thereof) or, to the Knowledge of this AgreementSeller, no investigation any of their respective officers, directors, employees or review by any Governmental Authority person acting for or on behalf of any of the Seller Entities or the Purchased Entities, in each case, with respect to the Company Business: (A) is a Sanctioned Person or has, in the last three (3) years, (i) entered into any agreement, transaction, or dealing with or for the benefit of its Covered Subsidiaries is pending orany Sanctioned Person (or involving any property thereof) or involving any Sanctioned Territory, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. or (ii) None of otherwise violated in any material respect any applicable Sanctions; (B) has in the Companylast three (3) years (i) made, received, or accepted any unlawful payment or given, offered, promised, or authorized or agreed to give or receive, any money, advantage, or thing of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any actionvalue, directly or indirectly, that would result to or from any Government Official or other Person in a material violation by such Persons of the Foreign Corrupt Practices Act any Anti-Corruption Laws, (ii) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity of 1977any Government Official, as amendedor established or maintained any unlawful or unrecorded funds, and the rules and regulations thereunder (the “FCPA”) and in each case, in material violation of any other applicable antiAnti-corruption Laws to which they may be subject,. Each of the CompanyCorruption Laws, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. or (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge Knowledge of the CompanySeller, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target otherwise been in material violation of any sanctions administered Anti-Corruption Laws; or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is C) been the subject of Sanctions; the Company will not directly or indirectly use the proceeds of the sale of the Securitiesany pending, or lend, contribute or otherwise make available such proceeds to any Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge Knowledge of the CompanySeller, threatenedany threatened investigation, litigation or administrative or enforcement proceeding concerning material violations or alleged material violations of Sanctions or Anti-Corruption Laws. (vc) Except in each case asThe Seller Entities and/or the Purchased Entities (or Subsidiaries thereof) hold all Permits necessary for the conduct of the Business as presently conducted except for the Product Registrations for which Section 3.15(a) shall govern, other than any such Permits the absence of which would not, individually or in the aggregate, has not had and would not reasonably be expected to have be material to the Business, taken as a Company Material Adverse Effect whole (the “Business Permits”). The Seller Entities and except as disclosed the Purchased Entities (and their Subsidiaries), in each case with respect to the Company SEC DocumentsBusiness, (A) the Company and its Covered Subsidiaries haveare, and have been at all times since March 31in the last three (3) years, 2015 through the date hereof have had and have been in compliance withwith the terms of the Business Permits, all licensesexcept, permitsin each case, qualificationsas would not, accreditationsindividually or in the aggregate, approvalsreasonably be expected to be material to the Business, registrationstaken as a whole. During the last three (3) years, consents, authorizations, franchises, variances, exemptions and orders none of any Governmental Authority (collectivelySeller, the “Permits”)Seller Entities or the Purchased Entities, and in each case with respect to the Business, have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written or oral notice threatening to revoke or condition the continuation of any violation material Business Permit. (d) The Seller Entities (with respect to the Business) and/or the Purchased Entities (or Subsidiaries thereof) maintain global trade compliance and operations processes and systems of internal controls as part of their compliance and logistics programs that are reasonably adequate to ensure compliance by the Business with all applicable Laws pertaining to import and export matters, including those administered by U.S. Customs and Border Protection, U.S. Bureau of Industry and Security, U.S. Treasury, U.S. FDA and other comparable government agencies in all jurisdictions in which the Business operates global trade compliance and operations activities. (e) The execution, delivery and performance of this Agreement by Seller does not breach any prohibition imposed by the Annex to the United States Executive Order 13224, the USA PATRIOT Act, the Trading with the Enemy Act, or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effectOFAC regulations.

Compliance with Applicable Laws; Permits. (ia) Each of the Company and each of its Covered Subsidiaries (A) Transferred Entity is, and since January 1, 2022 has at all times since March 31, 2015 through the date hereof been, and the Business is, and since January 1, 2022 has been, conducted in compliance in all material respects with all Laws applicable Laws and (B) to the knowledge Business. Since January 1, 2022, neither Seller nor any of the Company, since March 31, 2015 through the date hereof, Transferred Entities has not received written notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, as of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries is pending or, to the knowledge Knowledge of Seller, other communication of any material violation or breach of Laws by the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the sameTransferred Entities. (iib) None Each Transferred Entity possesses all material Permits necessary for the conduct of the CompanyBusiness conducted by it. All Permits described in the immediately preceding sentence are in full force and effect, any except as would not have a material effect on the Business, taken as a whole. Each Transferred Entity has conducted its respective business in accordance with the requirements of its Covered Subsidiariessuch Permits, any of except as would not have a material effect on the Company’s or the Covered Subsidiaries’ respective directorsBusiness, officers, employees taken as a whole. No Governmental Entity has revoked or, to the Company’s knowledgeKnowledge of Seller, Affiliatesthreatened to suspend, agentsrevoke, cancel, not renew or materially modify, in their capacity as a directorwhole or in part, officerany such Permit. (c) Each Transferred Entity is and, agentsince January 1, employee or Affiliate of the Company or 2020, has been in compliance in all material respects with applicable Anti-Corruption Laws. No Transferred Entity, nor any of its respective officers, managers, directors, employees, or, to the Covered Subsidiaries is aware Knowledge of Seller, any agents or has taken other third parties acting on their behalf have made any actionunlawful payment or given, offered, promised, or authorized or agreed to give, any money or thing of value, directly or indirectly, that would result to any Government Official in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable antiAnti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewithCorruption Laws. (iiid) None Section 3.13(d) of the Company, any of its Covered Subsidiaries, their respective directors, officersDisclosure Schedules sets forth all active Permits that a Transferred Entity has obtained, or to which Seller or an Affiliate is a party with respect to the knowledge of the CompanyBusiness, any of their respective agentsin each case, employees under International Trade Laws or Affiliates is an individual or entity Sanctions (“Relevant Person”) currently the subject or target of any sanctions administered or enforced including licenses issued by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the TreasuryCommerce’s Office Bureau of Foreign Assets Control, the United Nations Industry and Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “SanctionsBIS”)), nor is the Company locatedand identifies any pending applications for such Permits. (e) The Business has, organized or resident since April 24, 2019: (i) complied in all respects with applicable International Trade Laws and Sanctions; (ii) maintained in place and implemented controls and systems to comply with applicable International Trade Laws and Sanctions; (iii) not engaged in a country transaction or territory that is the subject of Sanctions; the Company will not directly dealing, direct or indirectly use the proceeds of the sale of the Securitiesindirect, with or lend, contribute involving (x) a Sanctioned Country or otherwise make available such proceeds to any Covered Subsidiaries, joint venture partners or other Relevant Sanctioned Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, who at the time of such fundingtransaction or dealing was a Sanctioned Country or Sanctioned Person, is or (y) a person, who at the time of such transaction or dealing, was subject to debarment or any list-based designations under any International Trade Laws (including the Entity List, Denied Persons List, Unverified List, and Military End-User List, each maintained by the U.S. Commerce Department, and the Debarred Parties list maintained by the U.S. State Department), solely with respect to clause (y), in violation of applicable International Trade Laws or Sanctions; and (iv) not been the subject of Sanctions an investigation or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced enforcement action by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit Entity or other legal proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering any actual or alleged violations of International Trade Laws is pending or Sanctions, and has not been notified in writing or, to the best knowledge Knowledge of the CompanySeller, threatenedorally of any such pending or threatened actions. (vf) Except Since April 24, 2019, neither the Business, nor any director, officer, employee, or, to the Knowledge of Seller, agent of the Business is or has been (i) a Sanctioned Person; (ii) subject to debarment or any list-based designations under any International Trade Laws; or (iii) engaged in each case astransactions, individually dealings, or in the aggregate, has not had and would not activities that might reasonably be expected to have cause such Person to become a Company Material Adverse Effect Sanctioned Person. (g) The Business has not, within the past five years, exported, reexported, or transferred (in-country) any hardware, software, source code, or technology (as defined in Section 772.1 of the EAR) (collectively “Items”) that is or was “subject to the EAR,” or any software keys, license keys, or “access information” (as defined in Section 734.19 of the EAR) that allow access to or use of EAR-regulated software or hardware, where a party identified on the Entity List maintained by the U.S. Commerce Department was a “party to the transaction” (as defined in Section 748.5 of the EAR), except where such export, reexport, or transfer was authorized under the EAR or otherwise authorized by an applicable Governmental Entity, conducted pursuant to, and except consistent with the terms of a valid license issued by the U.S. Commerce Department. (i) All Items “subject to the EAR” that the Business has exported or reexported, or transferred (in-country) (as disclosed those terms are defined in the Company SEC DocumentsEAR) within the past five years have been designated EAR99; (ii) all items not “subject to the EAR” that the Business has exported, reexported, or transferred (Ain-country) within the past five years would be designated under EAR99 if such items were subject to the EAR; and (iii) the Company and its Covered Subsidiaries haveBusiness has not, and within the past five years, received any notifications from BIS, either in writing or orally, asserting or otherwise reasonably suggesting that any Item the Business exported, reexported, or transferred (in-country) (as those terms are defined in the EAR) is classified under the EAR at all times since March 31a level above EAR99. (i) No Transferred Entity has, 2015 through within the date hereof have had and have been past five years, engaged in compliance withactivities that would require that Transferred Entity to register under the ITAR as a manufacturer, all licensesexporter, permitsor broker, qualificationsincluding manufacturing, accreditationsexporting, approvalsor temporarily importing defense articles, registrationsfurnishing defense services, consentsor engaging in brokering activities, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required each as defined under applicable Laws, necessary to conduct the business Part 120 of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effectITAR.

Compliance with Applicable Laws; Permits. (i) Each of the Company and each of its Covered Subsidiaries (A) is, and has at all times since March 31, 2015 through the date hereof been, in compliance with applicable Laws and (B) Except as would not have or would not reasonably be expected to the knowledge of the Company, since March 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations thathave, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in Effect, (a) the Company SEC Documents. Except as disclosed in and the Company SEC DocumentsSubsidiaries are, as and at all times since January 1, 2015, have been in compliance with all applicable Laws (including Anti- Corruption Laws) and all material Permits applicable to the business and operations of the date of this Agreement, no investigation or review by any Governmental Authority with respect to Company and the Company Subsidiaries or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of by which the Company or any of the Covered Company Subsidiaries is aware of or has taken any action, directly their respective businesses or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amendedproperties are bound, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents, (Ab) the Company and its Covered Subsidiaries haveeach Company Subsidiary hold, and are in compliance with, and at all times since March 31January 1, 2015 through the date hereof 2015, have had held and have been in compliance with, all licensesPermits required by Law for the conduct of their respective businesses. Since January 1, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof2015, neither the Company nor any of the Covered Subsidiaries Company Subsidiary has received any written notice of or notification, or to the Company’s Knowledge, any other communication from any Governmental Entity regarding any actual or possible violation of of, or failure to comply with with, any Permit applicable Law, except where such violations or any actual non- compliance would not reasonably be expected to have, individually or possible revocationin the aggregate, withdrawala Company Material Adverse Effect. Except as would not reasonably be expected to have, suspensionindividually or in the aggregate, cancellationa Company Material Adverse Effect, termination or material modification of any Permit, all Permits held by the Company and (C) each such Permit has been validly issued or obtained the Company Subsidiaries are valid and is in full force and effect. No suspension, cancellation, non-renewal, or adverse modifications of any Permits of the Company or any Company Subsidiary is pending or, to the Knowledge of the Company, threatened, except for any such suspension or cancellation which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. None of the Company, the Company Subsidiaries or, to the Knowledge of the Company, their respective directors, officers, employees, agents or representatives: (i) is a Designated Person, (ii) is a Person that is owned or controlled by a Designated Person; (iii) is located, organized or resident in a Sanctioned Country; or (iv) has or is now, in connection with the business of the Company or the Company Subsidiaries, engaged in, any dealings or transactions (A) with any Designated Person, (B) in any Sanctioned Country, or (C) otherwise in material violation of Sanctions. This Section 3.12 does not relate to Taxes; Company Benefit Plans or Company Benefit Agreements (including their compliance with any applicable Law) or ERISA; Environmental Permits, Environmental Laws, Environmental Claims, Releases, Hazardous Materials or other environmental matters; or Intellectual Property, which are addressed in Sections 3.08, 3.09, 3.14 and 3.17, respectively.

Compliance with Applicable Laws; Permits. (a) The Company is in compliance in all material respects with all Applicable Law; and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) may constitute or result in a material violation by the Company of, or a failure of the Company to comply with in any material respect, any Applicable Law or give rise to any obligation of the Company to undertake, or to bear all or any portion of the cost. (b) The Company has all of the Permits necessary for it to conduct the Business in the manner in which it currently is conducted, including the Regulatory Approvals (the “Company Permits”). Each Company Permit is in full force and effect. (i) Each of Except as set forth on Schedule 4.8(b), the Company and each of its Covered Subsidiaries (A) is, and has at all times since March 31, 2015 through the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, as of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents, (A) the Company and its Covered Subsidiaries have, and at all times since March 31, 2015 through during the five (5) years prior to the date hereof have had and have been has been, in compliance within all material respects with all of the terms and requirements of each Company Permit; (ii) no event has occurred or circumstance exists that would reasonably be expected to (with or without notice or lapse of time, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders or both) (A) constitute or result directly or indirectly in a material violation of or a failure to comply in any material respect with any term or requirement of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, Permit or (B) since March 31result directly or indirectly in the revocation, 2015 through withdrawal, suspension, cancellation or termination of, or any material modification to, any Company Permit; (iii) in the five (5) years prior to the date hereof, neither Seller nor the Company nor any of the Covered Subsidiaries has received any written written, or to the Knowledge of Seller, any oral notice of or other communication from any Governmental Entity or any other Person regarding (A) any actual, alleged, possible or potential material violation of or failure to comply in any material respect with any term or requirement of any Company Permit or (B) any actual actual, proposed, possible or possible potential revocation, withdrawal, suspension, cancellation, termination of or material modification to any Company Permit; and (iv) all applications required to have been filed for the renewal of the Company Permits have been filed on a timely basis with the appropriate Governmental Entities, and all other filings required to have been made with respect to such Company Permits have been made on a timely basis with the appropriate Governmental Entities. (i) No Governmental Entity has stated or declared that the Product is defective, unsafe for its intended use or fails to meet in any material respect applicable standards promulgated by such Governmental Entity; (ii) there have been no recalls ordered by any Governmental Entity with respect to the Product since the commencement of its sale for commercial use; and (iii) the Product is in material compliance with all Applicable Laws. (d) All submissions made to Regulatory Authorities and Governmental Entities by the Company have complied with all Applicable Laws in all material respects. All preclinical studies and clinical trials conducted by the Company have been conducted in compliance with Applicable Laws in all material respects, and to the Knowledge of Seller and the Company there are no facts, circumstances or conditions that would reasonably be expected to result in any material adverse effect upon the use, integrity or validity of any Permitpre-clinical or clinical trial or of any related results or conclusions of any clinical trial conducted, and (C) each such Permit has been validly issued supported or obtained and permitted by or on behalf of the Company. The Company is in full force and effectnot subject to an FDA consent decree or any similar order of a Governmental Entity.

Compliance with Applicable Laws; Permits. (i) Each of the Company and the Historical Subsidiary and, to the Company’s knowledge, each member of its Covered Subsidiaries the Ibibo Group (A) is, and has at all times since March 31, 2015 2016 through the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March 31, 2015 2016 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or the Historical Subsidiary or any member of its Covered Subsidiaries the Ibibo Group is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, as of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or the Historical Subsidiary or, to the Company’s knowledge, any member of its Covered Subsidiaries the Ibibo Group is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiariesthe Historical Subsidiary, any of the Company’s or the Covered Subsidiaries’ Historical Subsidiary’s respective directors, officers, employees or, to the Company’s knowledge, Affiliates, Affiliates or agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or the Historical Subsidiary or, since January 1, 2014, to the Company’s knowledge, any member of the Ibibo Group or any of their respective directors, officers, employees, Affiliates or agents, in their capacity as a director, officer, agent, employee or Affiliate of any of the Covered Subsidiaries members of the Ibibo Group is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder 1977 (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries the Historical Subsidiary and, to the Company’s knowledge, their respective Affiliates and, since January 1, 2014, to the Company’s knowledge, each member of the Ibibo Group and their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiariesthe Historical Subsidiary, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates or any member of the Ibibo Group or any of their respective directors, officers, agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, including the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; the Company will not directly or indirectly use the proceeds of the sale of the SecuritiesSale Shares, or lend, contribute or otherwise make available such proceeds to the Historical Subsidiary or any Covered Subsidiariesmember of the Ibibo Group, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries the Historical Subsidiary and, since January 1, 2014, to the Company’s knowledge, the Ibibo Group are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or the Historical Subsidiary or, to the Company’s knowledge, any member of its Covered Subsidiaries the Ibibo Group with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents, (A) the Company and its Covered Subsidiaries the Historical Subsidiary and, to the Company’s knowledge, the Ibibo Group have, and at all times since March 31, 2015 2016 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered SubsidiariesHistorical Subsidiary and the Ibibo Group, (B) since March 31, 2015 2016 through the date hereof, neither the Company nor the Historical Subsidiary nor, to the Company’s knowledge, any member of the Covered Subsidiaries Ibibo Group has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effect.

Compliance with Applicable Laws; Permits. (ia) Each None of the Company Company, its Subsidiaries and, the Company’s and each of its Covered Subsidiaries (A) isSubsidiaries’ respective directors, officers, and has at all times since March 31, 2015 through the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March 31employees, 2015 through representatives, agents or Affiliates has conducted or entered into a contract to conduct any transaction with the date hereof, has not received notice from any Governmental Authority alleging that the Company governments or any of its Covered Subsidiaries is in violation of sub-division thereof, agents or representatives, residents of, or any applicable Law, except, entity based or resident in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, as of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, countries that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officerscurrently, or at the time such transaction was conducted or such contract entered into were, subject to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets ControlControl of the U.S. Treasury Department , the United Nations Security Council, the European Union, Union or Her Majesty’s Treasury, or other relevant sanctions authority Treasury (collectively, “Sanctions”), nor is ; and neither the Company located, organized or resident in a country or territory that is nor any of its Subsidiaries has financed the activities of any person currently subject of to any Sanctions; the . The Company will not directly or indirectly use the proceeds from the issuance of the sale of the SecuritiesPurchased Shares, or lend, contribute or otherwise make available such proceeds to any Covered SubsidiariesSubsidiary, Affiliate, joint venture partners partner or other Relevant Person, to fund any person or entity for the purpose of financing the activities of or business with any Relevant Person, or in person currently subject to any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (ivb) The operations None of the Company Company, its Subsidiaries and, the Company’s and its Covered Subsidiaries are Subsidiaries’ respective directors, officers, and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements to the knowledge of the Company, employees, representatives, agents or Affiliates, has violated, and the Company’s participation in the transaction contemplated hereby will not violate, any Anti-Money Laundering Laws (as defined below). As used herein, “Anti-Money Laundering Laws” means all applicable Laws regarding anti-money laundering, including, without limitation, Title 18 U.S. Code section 1956 and 1957, the USA Patriot Act, the Bank Secrecy Act, and international anti-money laundering statutes principals or procedures published by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of all jurisdictionswhich the United States is a member and with which designation the United States representative to the group or organization continues to concur, the rules and regulations thereunder in each case as amended, and any related executive order, directive, or similar rulesregulation pursuant to the authority of any of the foregoing, regulations or guidelines, issued, administered any orders or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and licenses issued thereunder. There is no action, suit or proceeding by or before any Governmental Authority court or governmental agency, authority or body or any arbitrator involving the Company or any of its Covered Subsidiaries with respect to the Anti-Money Laundering Laws that is pending or, to the best knowledge of the Company, threatened. (v) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents, (A) the Company and its Covered Subsidiaries have, and at all times since March 31, 2015 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effect.

Compliance with Applicable Laws; Permits. (i) Each of the Company and each of its Covered Subsidiaries (A) is, and has at all times since March December 31, 2015 2013 through the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March December 31, 2015 2013 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC DocumentsEffect. Except as disclosed in the Company SEC Documents, as As of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, (A) neither the Company nor any of the Company, any of its Covered Subsidiaries, Subsidiaries nor any of the Company’s or the Covered Subsidiaries’ respective directors, officers, agents, employees or, to the Company’s knowledge, Affiliates, agentsor affiliates, in their capacity as a director, officer, agent, employee or Affiliate affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, action that would result in a violation by such Persons persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPAForeign Corrupt Practices Act”) and any other applicable anti-corruption Laws to which they may be subject,. Each of , (B) the Company, its Company and the Covered Subsidiaries and, to the knowledge of the Company’s knowledge, their respective its Affiliates have conducted their businesses in compliance with the FCPA Foreign Corrupt Practices Act and any other applicable anti-corruption Laws to which they may be subject and (C) the Company and the Covered Subsidiaries have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC DocumentsEffect, (A) the Company and its Covered Subsidiaries have, and at all times since March December 31, 2015 through the date hereof 2013 have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March December 31, 2015 2013 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, Permit and (C) each such Permit has been validly issued or obtained and is in full force and effect.

Compliance with Applicable Laws; Permits. (i) Each of the Company and each of its Covered Subsidiaries Historical Subsidiary since March 31, 2016 through the date hereof (A) is, and has at all times since March 31, 2015 through the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries Historical Subsidiary is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. . (ii) To the Company’s knowledge, each member of the Ibibo Group since February 1, 2017 through the date hereof (A) is, and has been at all times, in compliance with applicable Laws and (B) has not received notice from any Governmental Authority alleging that any member of the Ibibo Group is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. (iii) Except as disclosed in the Company SEC Documents, as of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or its Historical Subsidiary or, to the Company’s knowledge, any member of its Covered Subsidiaries the Ibibo Group is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (iiiv) None of the Company, any of its Covered SubsidiariesHistorical Subsidiary, any of the Company’s or the Covered Subsidiaries’ Historical Subsidiary’s respective directors, officers, employees or, to the Company’s knowledge, Affiliates, Affiliates or agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or the Historical Subsidiary or, since February 1, 2017, to the Company’s knowledge, any member of the Ibibo Group or any of their respective directors, officers, employees, Affiliates or agents, in their capacity as a director, officer, agent, employee or Affiliate of any of the Covered Subsidiaries members of the Ibibo Group is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder 1977 (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries Historical Subsidiary and, to the Company’s knowledge, their respective Affiliates and, since February 1, 2017, to the Company’s knowledge, each member of the Ibibo Group and their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.. Table of Contents (iiiv) None of the Company, any of its Covered SubsidiariesHistorical Subsidiary, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates or any member of the Ibibo Group or any of their respective directors, officers, agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, including the U.S. Department of the Treasury’s Office of Foreign Assets ControlControl (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, the United Kingdom Export Control Organization or other relevant sanctions authority authority, including but not limited to being listed on the Specially Designated Nationals and Blocked Persons List administered by OFAC (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; the Company will not directly or indirectly use the proceeds of the sale of the SecuritiesClass B Shares, or lend, contribute or otherwise make available such proceeds to the Historical Subsidiary or any Covered Subsidiariesmember of the Ibibo Group, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since January 1, 2014, neither the Company nor its Historical Subsidiary, and, since February 1, 2017, no member of the Ibibo Group, has knowingly had a customer or supplier or other business relationship with, has knowingly been a party to any Contract with, or has knowingly engaged in any transaction with, any Person (i) that is organized or domiciled in or that is a citizen of Cuba, Iran, North Korea, Sudan or Syria (including any Governmental Entity within such country) or (ii) that is the subject of any Sanctions, except to the extent any such business relationship, Contract or transaction is permissible under the Sanctions if done by a U.S. person. (ivvi) The operations of the Company and its Covered Subsidiaries Historical Subsidiary, and, since February 1, 2017, to the Company’s knowledge, the Ibibo Group, are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering LawLaws”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or its Historical Subsidiary or, to the Company’s knowledge, any member of its Covered Subsidiaries the Ibibo Group with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (vvii) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents, (A) since March 31, 2016, the Company and its Covered Subsidiaries Historical Subsidiary and, since February 1, 2017, to the Company’s knowledge, the Ibibo Group, have, and at all times since March 31, 2015 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered SubsidiariesHistorical Subsidiary and the Ibibo Group, (B) since March 31, 2015 2016, through the date hereof, neither the Company nor the Historical Subsidiary nor, since February 1, 2017, to the Company’s knowledge, any member of the Covered Subsidiaries Ibibo Group has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effect.

Compliance with Applicable Laws; Permits. (ia) Each of the Company and each of its Covered Subsidiaries (A) is, and has at all times since March 31, 2015 through the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging Except for violations that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to have be material to the Business, taken as a Company Material Adverse Effect whole, or materially impair or materially delay the ability of Seller or each Seller Entity to perform its obligations under the Transaction Documents or consummate the Transaction and except as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documentsother transactions contemplated hereby, as (i) none of the date Seller Entities is in violation of this Agreement, no investigation or review by any Governmental Authority with respect Law applicable to the Company conduct of the Business, and (ii) no circumstance or fact exists that could reasonably result in any Seller Entity not being in compliance in all material respects with any such Laws. (b) The Seller Entities hold all material Permits required to own, lease and operate the Purchased Assets and carry on the Business as presently conducted, each of which is valid and in full force and effect. The Seller Entities are in compliance in all material respects with the terms of such Permits and no condition exists that with notice or lapse of time or both would constitute a default of any such Permits to which any Seller Entity is a party. None of the Seller Entities or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officersreceived written, or to the knowledge Knowledge of the CompanySeller, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents, (A) the Company and its Covered Subsidiaries have, and at all times since March 31, 2015 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply the material Permits. Section 3.13(b) of the Seller Disclosure Schedules sets forth a list of all the Permits, together with any Permit or any actual or possible revocationthe name of the issuing entity, withdrawal, suspension, cancellation, termination or material modification the expiration date of any such Permit, and (C) each any conditions attached to such Permit has been validly issued that do not apply to other holders of such Permits and, to the Knowledge of Seller, whether the Permits are freely transferable to the Purchaser Parties. (c) This Section 3.15 does not relate to matters with respect to Intellectual Property Rights, Taxes, Benefits Plans or obtained Environmental Laws, such items being exclusively governed by Section 3.9, Section 3.16, Section 3.17 and is in full force and effectSection 3.19, respectively.

Compliance with Applicable Laws; Permits. (ia) Each The Company and the Subsidiaries have been in compliance with all laws, regulations and orders of any Governmental Entity applicable to it or the Subsidiaries, except for such failures so to comply which, individually and in the aggregate, would not have a Material Adverse Effect on the Company. The business operations of the Company and each of its Covered the Subsidiaries (A) is, and has at all times since March 31, 2015 through the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March 31, 2015 through the date hereof, has have not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is been conducted in violation of any applicable Lawlaw, exceptordinance or regulation of any Governmental Entity, in the case of each of clauses (A) and (B), except for such non-compliance and possible violations thatwhich, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on the Company. (b) Each of the Company and the Subsidiaries is in possession of all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity, including, without limitation, the FDA, the United States Drug Enforcement Administration (the "DEA"), and similar authorities in other jurisdictions, necessary for the Company or any Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted (the "Company Permits"), except as disclosed where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the Company SEC Documents. Except as disclosed in aggregate, have a Material Adverse Effect on the Company SEC DocumentsCompany, and, as of the date of this Agreement, no investigation suspension or review by cancellation of any Governmental Authority with respect to of the Company or any of its Covered Subsidiaries Permits is pending or, to the knowledge of the Company, threatened, norexcept where the failure to have, to or the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiariessuspension or cancellation of, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that Permits would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case asnot, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in on the Company SEC Documents, (A) the Company and its Covered Subsidiaries have, and at all times since March 31, 2015 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither Company. Neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and Subsidiary is in full force and effect.conflict with, or in default or violation of, (i) any Law applicable to the Company or

Compliance with Applicable Laws; Permits. (ia) Each of Since September 30, 2021, the Company Purchased Controlled Companies, the Seller Entities (solely with respect to the Business) and each of its Covered Subsidiaries (A) is, and has at all times since March 31, 2015 through the date hereof been, Purchased Non-Consolidated Ventures have been operated in compliance with all applicable Laws and (B) Laws, except as would not reasonably be expected to the knowledge of the Company, since March 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations thatbe, individually or in the aggregate, material to the Business taken as a whole. None of the Purchased Controlled Companies, the Seller Entities (solely with respect to the Business) and the Purchased Non-Consolidated Ventures has, since September 30, 2021, been in violation of, under investigation with respect to, threatened in writing, to be charged with, or given written notice, of any violation of, any applicable Law in connection with the Business, except as would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, as of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case asbe, individually or in the aggregate, material to the Business taken as a whole. (b) As of the date hereof, the Seller Entities and Purchased Controlled Companies hold all Permits necessary for the conduct of the Business as currently conducted on the date of this Agreement, other than any such Permits the absence of which would not, individually or in the aggregate, reasonably be expected to be material to the Business taken as a whole (the “Business Permits”). The Seller Entities (solely with respect to the Business) and the Purchased Controlled Companies are in compliance with the terms of the Business Permits and, since September 30, 2021, the Seller Entities (solely with respect to the Business) and the Purchased Controlled Companies have not received written notice from a Governmental Entity of any violation of any Business Permit, in each case, except for notices and violations that would not, individually or in the aggregate, reasonably be expected to be material to the Business taken as a whole. Except, in each case, as would not, individually or in the aggregate, reasonably be expected to be material to the Business taken as a whole, (i) all Business Permits are valid and are in full force and effect, and no suspension, cancellation or non-renewal of any such Business Permits is pending or, to the Knowledge of Seller, threatened by any Governmental Entity and (ii) no event or condition has not had and occurred or exists which would reasonably be expected to result in a violation of, breach of, loss of a benefit under, or revocation, termination or non-renewal of any Business Permit (in each case, with or without notice or lapse of time or both), except as would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed be, individually or in the Company SEC Documentsaggregate, (Amaterial to the Business taken as a whole. Section 3.12(b) of the Company and its Covered Subsidiaries have, and at all times since March 31, 2015 through Seller Disclosure Schedules sets forth each material Permit necessary for the conduct of the RLC Ducted Business as currently conducted on the date hereof have had and have been of this Agreement. (c) Each of the Purchased Controlled Companies that is listed, quoted or otherwise traded on any stock exchange is in compliance within all material respects with all applicable listing, all licensescorporate governance and other rules and regulations of such exchange, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under including applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effectdisclosure requirements thereof.

Compliance with Applicable Laws; Permits. (ia) Each None of the Company and each of its Covered Subsidiaries Seller Entities (A) is, and has at all times since March 31, 2015 through the date hereof been, in compliance with applicable Laws and (B) respect to the knowledge of Business) or the CompanyPurchased Entities (or Subsidiaries thereof) is or, since March 31October 1, 2015 through the date hereof2017, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is been in violation of any applicable Law, except, in the case of each of clauses (A) and (B), except for such non-compliance and violations thatthat would not be, individually or in the aggregate, material to the Business and the Purchased Companies (and their Subsidiaries), taken as a whole. (b) Except as would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed be, individually or in the Company SEC Documents. Except aggregate, material to the Business and the Purchased Companies (and their Subsidiaries), taken as disclosed in the Company SEC Documentsa whole, as since October 1, 2017: (i) none of the date Seller Entities or Purchased Entities (or Subsidiaries thereof) or any of this Agreementtheir respective officers, no investigation directors, employees, joint ventures, representatives, or review by any Governmental Authority agents, in each case, with respect to the Company or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the CompanyBusiness, has made or accepted any Governmental Authority indicated an intention gift, bribe, payoff or kickback to conduct the same. (ii) None of the Company, from any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of person or has taken any action, directly or indirectly, that would result in a violation by such Persons of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and U.K. Bribery Act 2010 or any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, applicable to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority Business (collectively, “SanctionsAnti-Corruption Laws”) and (ii) to the Knowledge of Seller, none of the Seller Entities or Purchased Entities (or Subsidiaries thereof), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries each case with respect to the Money Laundering Laws Business, is pending orunder Governmental Entity investigation for, or has received any written notice from a Governmental Entity regarding, any violation of any Anti-Corruption Laws. Since October 1, 2017, the Seller Entities and the Purchased Companies (or Subsidiaries thereof), in each case with respect to the best knowledge of the CompanyBusiness, threatenedhave instituted and maintained policies and procedures intended to ensure compliance with applicable Anti-Corruption Laws. (vc) Except in each case asThe Seller Entities and/or the Purchased Companies (or Subsidiaries thereof) hold all Permits necessary for the conduct of the Business as presently conducted, other than any such Permits the absence of which would not be, individually or in the aggregate, has not had material to the Business and would not reasonably be expected to the Purchased Companies (and their Subsidiaries), taken as a whole (the “Business Permits”). The Seller Entities, the Purchased Entities (and their Subsidiaries) and the Business are and have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents, (A) the Company and its Covered Subsidiaries have, and been at all times since March 31October 1, 2015 through the date hereof have had and have been 2017, in compliance withwith the terms of the Business Permits, all licensesexcept, permitsin each case, qualificationsas would not be, accreditationsindividually or in the aggregate, approvals, registrations, consents, authorizations, franchises, variances, exemptions material to the Business and orders of any Governmental Authority the Purchased Companies (collectively, the “Permits”and their Subsidiaries), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effecttaken as a whole.

Compliance with Applicable Laws; Permits. (ia) Each The Seller Entities’ conduct of the Company and each of its Covered Subsidiaries (A) Business is, and since April 30, 2019, has at all times since March 31, 2015 through the date hereof been, in compliance in all material respects with all applicable Laws and (B) to the knowledge Laws. Since April 30, 2019, none of the Company, since March 31, 2015 through the date hereof, Seller Entities has not received any written notice from any Governmental Authority Entity alleging that any material noncompliance by any Seller Entity with respect to any Law applicable to the Company operation of the Business or any of its Covered Subsidiaries the Purchased Assets or Assumed Liabilities and to the Knowledge of Seller, no Seller Entity is in violation of currently under investigation with respect to any applicable Lawsuch material noncompliance. (b) Except as is not, except, in the case of each of clauses (A) and (B), for such non-compliance and violations thator would not reasonably be expected to be, individually or in the aggregate, would not reasonably be expected material to have the Business, taken as a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, as of whole (i) within two (2) years prior to the date of this Agreement, no investigation none of the Seller Entities or, to the Knowledge of Seller, any of their respective officers or review by any Governmental Authority directors, in each case, with respect to the Company Business, has made or accepted any of its Covered Subsidiaries is pending orgift, bribe, payoff or kickback to the knowledge or from any Person in violation of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder 1977 (the “FCPA”), as amended, or the U.K. Bribe▇▇ ▇▇▇ ▇▇▇▇ (▇▇▇lectively with the FCPA, “Anti-Corruption Laws”) and any other applicable anti-corruption Laws to which they may be subject,. Each (ii) none of the CompanySeller Entities, its Covered Subsidiaries and, in each case with respect to the Company’s knowledgeBusiness, their respective Affiliates have conducted their businesses in compliance with the FCPA and has received any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officerswritten notice from a Governmental Entity regarding, or to the knowledge Knowledge of the CompanySeller, is under Governmental Entity investigation for, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target violation of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of SanctionsAnti-Corruption Laws. (ivc) The operations Seller Entities hold all Permits that are material to the Business, taken as a whole, and necessary for the conduct of the Company Business in all material respects as presently conducted, each of which is listed on Section 2.4(h) of the Seller Disclosure Schedules (the “Business Permits”). All of the Business Permits are valid and its Covered Subsidiaries in full force and effect, except, in each case, as would not materially impair the conduct of the Business as presently conducted. The Seller Entities and the Business are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements the terms of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority Business Permits. (collectively, the “Money Laundering Law”); and d) There is no action, suit or proceeding pending Proceeding by or before any Governmental Authority involving the Company Entity or arbitration tribunal to revoke, cancel, rescind, suspend, modify, limit or refuse to renew any of its Covered Subsidiaries with respect material Business Permit, and to the Money Laundering Laws is pending orKnowledge of Seller, to the best knowledge no event has occurred that, with or without notice or lapse of the Companytime or both, threatened. (v) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed result in the Company SEC Documents, (A) the Company and its Covered Subsidiaries have, and at all times since March 31, 2015 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible such revocation, withdrawalcancellation, rescission, suspension, cancellationmodification, termination limitation or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effectrefusal to renew.

Compliance with Applicable Laws; Permits. (ia) Each of the Company Washington and each of its Covered Subsidiaries are currently (A) is, and has have been at all times since March January 31, 2015 through the date hereof been, 2024) in compliance with all Laws applicable Laws to them and (B) their respective assets and properties in any jurisdiction relating to the knowledge lawful ownership and conduct of the CompanyWashington Business, since March 31other than any failures to be in compliance that would not be, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations thatreasonably be expected to be, individually or in the aggregate, material to the Washington and its Subsidiaries, taken as a whole. Since January 31, 2024, neither Washington nor its Subsidiaries has received any written notice from a Governmental Entity alleging that it or any properties are not in compliance with any Law applicable to the Washington Business, except where the failure to so comply would not reasonably be expected to be material to the Washington and its Subsidiaries, taken as a whole. (b) Except as would not be material to Washington and its Subsidiaries, taken as a whole, since January 31, 2024, none of Washington or any of its Subsidiaries, or, to the Knowledge of Washington, any of their respective officers, directors, employees, or, to the Knowledge of Washington, their representatives or agents (i) has offered or given (or promised or authorized the offering or giving of) anything of value or any payment to a Government Official or any other Person while knowing or having reason to know that all or a portion of such money or item of value may be offered, given or promised, directly or indirectly, to any Government Official for the purpose of influencing any action or decision of such Person, including a decision to fail to perform such Person’s official function, or to influence any act or decision of such Governmental Entity, in each case to assist Washington or its Subsidiaries in obtaining or retaining business, or directing business to any Person in violation of any applicable Anti-Corruption Laws, or (ii) has made or accepted any gift, bribe, payoff or kickback to from any person or have taken any action, directly or indirectly, in violation of the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), as amended, or the U.K. Bribery Act 2010 and the Dutch implementation of the Anti-money laundering Directive (EU) 2018/843, in the Dutch AML Act (Wet ter voorkoming van witwassen en financiering van terrorisme) as amended from time to time (collectively with the FCPA and the U.K. Bribery Act 2010, “Anti-Corruption Laws”). Since January 31, 2024, Washington and its Subsidiaries have instituted and maintained policies and procedures as may be required by applicable Anti-Corruption Laws. (c) Washington or its Subsidiaries hold all Permits (such Permits held by Washington and/or its Subsidiaries, the “Washington Permits”), including all Gaming Licenses and Financial Services Licenses, necessary for the lawful ownership and conduct of the Washington Business as presently conducted or contemplated to be conducted as of the Closing Date, other than such Permits (including Financial Services Licenses), the absence of which would not reasonably be expected to, individually or in the aggregate, be material to Washington and its Subsidiaries, taken as a Company Material Adverse Effect whole. Washington and its Subsidiaries are, and have been at all times since January 31, 2024, in compliance with the terms of the Washington and applicable Laws required to be complied with as a result of such Washington Permits, except, in each case, where the failure to be in compliance therewith would not have or reasonably be expected to, individually or in the aggregate, be material to Washington and its Subsidiaries, taken as a whole. The Washington Permits are valid and in full force and effect. Washington (or Subsidiaries thereof) and the Washington Business are not in material default or violation, and no event has occurred or condition exists that with notice of lapse of time or both would constitute a material default or violation, under the Washington Permits, except as disclosed would not reasonably be expected to be, individually or in the Company SEC Documentsaggregate, material to the Washington Business, taken as a whole. Except as disclosed would not reasonably be expected to, individually or in the Company SEC Documentsaggregate, be material to Washington and its Subsidiaries, taken as a whole, since January 31, 2024, (i) none of Washington or its Subsidiaries have received any written or, to the Knowledge of Washington, oral notification or communication from any Governmental Entity, Washington Network, or self-regulatory organization threatening to revoke, suspend or non-renew any Washington Permit, or to deny any Pending Permit, or otherwise of a default, breach of violation of any Washington Permit, and (ii) all applications required to have been filed for the renewal of any Washington Permit have been duly filed on a timely basis with the appropriate Governmental Entity, Washington Network, or self-regulatory organization, and all other filings required to have been made with respect to Washington Permits have been duly made on a timely basis with the appropriate Governmental Entity, Washington Networks or self-regulatory organizations including the payment of any fees and assessments required by or related to such Washington Permits. (d) Except as would not have or reasonably be expected to, individually or in the aggregate, be material to Washington and its Subsidiaries, taken as a whole, neither Washington nor its Subsidiaries, since January 31, 2024, have received any written notification, direction, orders or other communication of any material Proceeding regarding a violation and/or failure to comply with applicable Laws or any collection, processing, possession, handling, clearance, settlement or remittance of funds (“Washington Processing Matters”) with respect to the Washington Business or Washington or any of its Subsidiaries from any (i) Governmental Entity, (ii) self-regulatory organization, (iii) the National Automated Clearinghouse Association or (iv) any applicable payment network, exchange or association utilized in the Washington Business or by Washington and its Subsidiaries (including VISA, MasterCard, Discover and AMEX (clauses (iii) and (iv), collectively, the “Washington Networks”)). (e) Except as would not have or reasonably be expected to, individually or in the aggregate, be material to Washington and its Subsidiaries, taken as a whole, Washington and its Subsidiaries since January 31, 2024, have complied with and are not in default or violation under (i) any applicable bylaws, operating rules, regulations, guidelines, manuals, instructions, directives, and all other requirements of the applicable Washington Networks (the “Washington Network Rules”), in each case, which are either binding on the Washington Business or Washington (and its Subsidiaries) or with which the Washington Business or Washington (and its Subsidiaries) complies pursuant to contractual requirements, and (ii) any applicable Payment Card Industry Data Security Standards issued by the Payment Card Industry Security Standards Council, as may be revised from time to time, in each case of the foregoing clauses (i) and (ii), with respect to Washington Processing Matters. (f) Except as would not have or reasonably be expected to, individually or in the aggregate, be material to Washington and its Subsidiaries, taken as a whole, (i) none of Washington or its Subsidiaries, or any of their respective directors, officers, or employees, agents or other third party representatives, are, as of the date of this Agreement, no investigation or review by have, since January 31, 2024, been (A) a Sanctioned Person; (B) engaging in any Governmental Authority dealings or transactions with respect to or for the Company benefit of any Sanctioned Person or in any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agentsSanctioned Country, in their capacity as a directoreach case in violation of applicable Sanctions; or (C) otherwise in violation of any Sanctions, officerEx-Im Laws, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable U.S. anti-corruption boycott Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering LawTrade Controls”); and no action(ii) since January 31, suit 2024, none of Washington or proceeding by or before its Subsidiaries has (1) received from any Governmental Authority involving the Company Entity any written notice or inquiry; (2) made any of its Covered Subsidiaries with respect voluntary or involuntary disclosure to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. any Governmental Entity; or (v3) Except conducted any internal investigation or audit concerning any actual or potential violation or wrongdoing in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documentsof clauses (1), (A2) the Company and its Covered Subsidiaries have, and at all times since March 31, 2015 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”3), and have made all necessary filings required under applicable related to Anti-Money Laundering Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of Trade Controls or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effectAnti-Corruption Laws.

Compliance with Applicable Laws; Permits. (ia) Each of the Company and each of its Covered Subsidiaries (A) isOther than with respect to any Excluded Ag Asset or Retained Ag Liabilities, Descartes is not, and at no time since January 1, 2014 has at all times since March 31, 2015 through the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in material violation of any Law applicable Law, except, in to the case conduct of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC DocumentsAg Business. Except as disclosed in the Company SEC Documents, as As of the date of this Agreement, no investigation none of Descartes or review by its Subsidiaries (each in respect of the Ag Business) has, since January 1, 2014, received any written notification from any Governmental Authority Entity that it is subject to any outstanding injunction, writ, Judgment, order or decree or asserting that Descartes is not in compliance with respect any Law, Permit or Judgment applicable to the Company Ag Business except as would not be material to the Ag Business. (b) Since January 1, 2012, none of Descartes or its Subsidiaries, or to the Knowledge of Descartes, any director, officer, employee, agent or other person acting on behalf of Descartes or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any actionhas, directly or indirectly, violated or is in violation of, or is aware of any action taken that would result in a violation by such Persons of of, the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (thereunder, the “FCPA”) and UK Bribery Act of 2010 or its predecessor laws, or any other applicable analogous anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority Law (collectively, the “Money Laundering LawAnti-Corruption Laws”); and no action, suit or proceeding by or before nor, except as would not constitute an Ag Business Material Adverse Effect, (i) used any Governmental Authority involving the Company funds of Descartes or any of its Covered Subsidiaries with respect for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to the Money Laundering Laws is pending or, political activity; (ii) made any unlawful payment to the best knowledge foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of the Company, threatened. (v) Except in each case as, individually Descartes or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents, (A) the Company and its Covered Subsidiaries have, and at all times since March 31, 2015 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received its Subsidiaries; (iii) established or maintained any written notice unlawful fund of any violation monies or other assets of or failure to comply with any Permit Descartes or any actual of its Subsidiaries; (iv) made any fraudulent entry on the books or possible revocation, withdrawal, suspension, cancellation, termination records of Descartes or material modification any of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effect.its Subsidiaries;

Compliance with Applicable Laws; Permits. (ia) Each To Stockholders' knowledge, neither the use by the Company of any of its assets of properties nor the conduct of the Business by Company and each of its Covered Subsidiaries (A) isviolates any laws, and has at all times since March 31statutes, 2015 through the date hereof beenordinances, in compliance with applicable Laws and (B) to the knowledge rules, regulations, decrees or orders of the CompanyUnited States (federal, since March 31, 2015 through state or local) or any other jurisdiction in which the date hereof, Company does business (each and all of the foregoing being herein referred to as "Laws"). The Company has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, as of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents, (A) the Company and its Covered Subsidiaries have, and at all times since March 31, 2015 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of Law by the Company, and to Stockholders' knowledge no basis for the allegation of any such violation exists. (b) The Company holds all necessary Permits from every jurisdiction, whether federal, state, county, municipal, or foreign necessary for the lawful operation of the Business as Company currently conducts the Business; provided, however, that the foregoing shall only apply to Permits which the failure to comply with obtain would materially impair the Company in the operation of the Business. "Permit" as used herein means any Permit licenses, permits, approvals or registrations, authorizations, franchises or other approvals from any actual domestic (federal, state or possible revocationlocal) governmental, withdrawal, suspension, cancellation, termination public or material modification self-regulatory body or authority. By way of any Permitexample, and (Cnot by way of limitation, Company holds all necessary New Jersey Department of Banking and Insurance permits required to conduct the Business. Schedule 4.13(b) each such Permit has been validly issued or obtained and is hereto lists all Permits held by Company in connection with the Business. All of the Permits listed on Schedule 4.13(b) are in full force and effecteffect and none of such Permits have been revoked, and there is no proceeding pending, nor to the Company's knowledge, threatened by any administrative agency seeking to revoke, terminate or impair any such licenses, permits or approvals. Company is not in default under, and to Stockholders' knowledge, no condition exists that with notice or lapse of time, or both, would constitute a default under any Permit listed on Schedule 4.13(b). As to any such Permit that has expired or is about to expire, Company has promptly applied for a renewal of the same and expects the same to be renewed in the usual course.

Compliance with Applicable Laws; Permits. (a) Each Acquired Company (i) Each of the Company and each of its Covered Subsidiaries (A) is, and has at all times since March 31January 1, 2015 2012 through the date hereof been, in compliance with applicable Laws Applicable Laws; and (Bii) to the knowledge Knowledge of the Company, since March 31January 1, 2015 2012 through the date hereof, hereof has not received notice from any Governmental Authority alleging that the any Acquired Company or any of its Covered Subsidiaries is in violation of any applicable Applicable Law, except, in the case of each of clauses (Ai) and (Bii), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC DocumentsEffect. Except as disclosed in the Company SEC Documents, as As of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the any Acquired Company or any of its Covered Subsidiaries is pending or, to the knowledge Knowledge of the Company, threatened, nor, to the knowledge Knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (vb) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC DocumentsEffect, (Ai) the Company and its Covered Subsidiaries Acquired Companies have, and at all times since March 31January 1, 2015 through the date hereof 2012 have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable LawsApplicable Law, necessary to conduct the business of the Company and the Covered Subsidiaries, Acquired Companies; (Bii) since March 31January 1, 2015 2012 through the date hereof, neither the no Acquired Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, ; and (Ciii) each such Permit has been validly issued or obtained and is in full force and effect.

Compliance with Applicable Laws; Permits. (i) Each of 3.13.1 Except as disclosed on Schedule 3.13.1, neither the Company and each nor any of its Covered Subsidiaries (A) isSubsidiaries, and is or has at all times since March 31been in material violation of any applicable Law or Order, 2015 through nor does the date hereof been, in compliance with applicable Laws and (B) to the Company have knowledge of the Company, since March 31, 2015 through the date hereof, has not received issuance or proposed issuance of any notice from by any Governmental Authority alleging of any actual or alleged violation of any Law or Order. 3.13.2 Neither the Company, any of its Subsidiaries, nor, to the Company’s knowledge, any of their respective officers, directors, agents, distributors, employees, or other Representatives or Persons acting for their benefit or on their behalf has, directly or indirectly, taken, authorized, allowed or ratified any action that has caused the Company or any of its Covered Subsidiaries is to be in violation of the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”) or any other anticorruption or anti-bribery Laws applicable Lawto the Company or any Subsidiary (collectively with the FCPA, exceptthe “Anticorruption Laws”). Since May 21, in 2012, none of the case Company, its Subsidiaries, or any Representatives acting on behalf of the Company or its Subsidiaries, have received any written notice or inquiry from any Governmental Authority involving any allegation, charge, Action, or investigation of or request for information from the Company or any of its Subsidiaries regarding any potential violation of any Anticorruption Laws. 3.13.3 Schedule 3.13.3 sets forth a list of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in Permit held by the Company SEC Documentsor any of its Subsidiaries, or issued and held in respect of the Company or any such Subsidiary, as applicable, or required to be so issued and held to carry on the business of the Company and such Subsidiaries as currently conducted. Except as disclosed in on Schedule 3.13.3, each Permit disclosed on Schedule 3.13.3 is held by the Company SEC Documentsor each of its Subsidiaries, as applicable, and is valid and in full force and effect. Neither the Company nor any of its Subsidiaries is in default under any Permit held by the Company or any of its Subsidiaries, and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation of any term, condition or provision of any Permit held by the Company or any of its Subsidiaries. As of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries action is pending or, to the knowledge of the Company, threatenedthreatened to terminate, norrevoke, suspend, limit or modify in a manner materially adverse to the knowledge of the Company, has Company any Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiaries, any of the Company’s Permit or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, alleging that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries is not in material compliance with respect any Permit, in each only to the Money Laundering Laws extent such Permit is pending or, required to the best knowledge of the Company, threatened. (v) Except in each case as, individually or in the aggregate, has not had be so issued and would not reasonably be expected held to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents, (A) the Company and its Covered Subsidiaries have, and at all times since March 31, 2015 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct carry on the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered such Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effectas currently conducted.

Compliance with Applicable Laws; Permits. (ia) Each of the The Company and each of its Covered Subsidiaries (A) is, and has at all times since March 31, 2015 through the date hereof beenhas conducted its business, in compliance with all applicable Laws and Laws, including without limitation any applicable export control Laws, except for violations, if any, that could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (Bb) to Neither the knowledge Company nor any of the Companyits directors, since March 31executives, 2015 through the date hereofrepresentatives, agents or employees has not received notice from (i) used or is using any Governmental Authority alleging that funds of the Company or any of its Covered Subsidiaries for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) used or is in violation using any funds of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, as of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries is pending orfor any direct or indirect unlawful payments to any foreign or domestic government officials or employees, (iii) with respect to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiaries, any of the Company’s activities by or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate on behalf of the Company or any of the Covered its Subsidiaries or Affiliates, violated or is aware of or has taken violating any action, directly or indirectly, that would result in a violation by such Persons provision of the Foreign Corrupt Practices Act of 1977, as amendedor any equivalent foreign Law, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations established or maintained, or is maintaining, any unlawful fund of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance corporate monies or other properties or (v) with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and respect to any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding activities by or before any Governmental Authority involving on behalf of the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending oror Affiliates, to the best knowledge made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment of the Company, threatenedany nature. (vc) Except in each case asThe Company has all Permits necessary to conduct and operate its business, except for Permits the absence of which could not, either individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect Effect. Schedule 2.15 contains an accurate and except as disclosed complete list (or summary in reasonable detail) of all Permits used, or anticipated to be used, in the Company SEC Documents, (A) the Company and its Covered Subsidiaries have, and at all times since March 31, 2015 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders operation of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and or otherwise held by the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any Company. All of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is Permits are in full force and effect, not subject to any current default or right of cancellation, termination or revocation. (d) The Company has made no election under any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including Section 203 of the DGCL) enacted under any Law (each, a “Takeover Statute”) applicable to the Company which may be applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Compliance with Applicable Laws; Permits. (ia) Each None of the Sellers nor any Company and each of its Covered Subsidiaries (A) is, and has at all times since March 31, 2015 through the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of or, since January 1, 2010 has violated, in any material respect any applicable Law relating to any Company, the Business, the Purchased Assets or the Subject Shares. None of the Sellers nor any Company has received any written notice since January 1, 2010 from a Governmental Entity that alleges that the Business is not in compliance in any material respect with any applicable Law. There is no material Judgment of any Governmental Entity outstanding against any Seller or any Company relating to the Business, exceptor to which the Purchased Assets or the Subject Shares are subject. To the extent that any particular matter covered by this Section 3.14 is covered by Section 3.10, in 3.12, 3.15 or 3.22, then Section 3.10, 3.12, 3.15 or 3.22, as the case of each of clauses (A) and (B)may be, for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, as of the date of this Agreement, no investigation or review by any Governmental Authority shall prevail with respect to the such matter. (b) A Company or any of its Covered Subsidiaries is pending orhas all material governmental permits, to the knowledge of the Companylicenses, threatenedfranchises, norcertificates, to the knowledge of the Companyvariances, has any Governmental Authority indicated an intention exemptions, exceptions, orders and other governmental authorizations, consents, clearances and approvals reasonably necessary to conduct the same. (ii) None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity Business as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have presently conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents, (A) the Company and its Covered Subsidiaries have, and at all times since March 31, 2015 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”). A Seller or a Company has filed or caused to be filed all reports, notifications and filings with, and have made has paid all necessary filings required under regulatory fees to, the applicable Laws, Governmental Entity necessary to conduct the business maintain all of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is CLI-2060753v12 Permits in full force and effect. Except as set forth on Section 3.14(b) of the Seller Disclosure Letter, (i) the Permits are valid and in full force and effect, (ii) to the extent held by a Seller, the Permits are transferable and assignable, (iii) no Seller nor any Company is in material default under, and no condition exists that with notice or lapse of time or both would constitute a material default under, the Permits and (iv) none of the Permits shall be terminated or impaired or become terminable, in whole or in part, as a result of the transactions contemplated hereby.

Compliance with Applicable Laws; Permits. (ia) Each of With respect to the Company Business and each of all Company Owned Real Property, Company and its Covered Subsidiaries (A) isare, and has since April 1, 2021 have at all times since March 31, 2015 through the date hereof been, in compliance with all applicable Laws and (B) to the knowledge Laws, except for instances of the Company, since March 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, have not been, or would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in be, material to the Company SEC DocumentsBusiness, taken as a whole. Except as disclosed in the Company SEC Documents, as of the date of this Agreement, no investigation or review by any Governmental Authority with With respect to the Company Business and all Company Owned Real Property, neither Company nor any of its Subsidiaries has received any written communication since April 1, 2021 from a Governmental Authority that alleges that Company or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses not in compliance with the FCPA and any applicable Law, other applicable antithan any alleged non-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case as, individually or in the aggregate, has not had been, or would not reasonably be expected to be, material to the Company Business, taken as a whole. With respect to the Company Business and all Company Owned Real Property, Company and its Subsidiaries possess all Governmental Approvals necessary for their lawful conduct and use as currently conducted and used, except for any failure to have such Governmental Approvals that, individually or in the aggregate, has not, and would not reasonably be expected to be material to the Company Business, taken as a whole. (b) Company and each Company Subsidiary has all Permits required to own, lease or operate their respective properties and assets and to conduct the Company Business as currently conducted and currently contemplated to be conducted, other than any Permits the absence of which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company Business, taken as a whole (collectively, “Company Group Permits”), which Company Group Permits are set forth on Section 4.13(b) of the Company Disclosure Letter. Except as is not and would not reasonably be expected to be material to the Company Business, (i) each Company Group Permit is in full force and effect in accordance with its terms and (ii) no written notice of revocation, cancellation or termination of any Company Group Permit has been received by Company or a Company Material Adverse Effect Subsidiary. Company and except as disclosed each Company Subsidiary is, and since April 1, 2021, has been, in compliance in all material respects with the terms of each Company SEC DocumentsGroup Permit. To the knowledge of Company, no event or circumstance has occurred which would reasonably be expected to result in (Ax) the failure of Company or any Company Subsidiary to be in compliance with the terms of any Company Group Permit or (y) the revocation, suspension or non-renewal of any Company Group Permit. (c) (i) Company and its Covered principals, as defined by FAR 52.209-5 or other applicable agency regulations, have not been debarred or suspended or, to the knowledge of Company, proposed for debarment from participating in Government Contracts or Government Bids and (ii) to the knowledge of Company, no circumstances exist that would warrant the institution of any such debarment or suspension proceedings. (d) Neither Company, any of the Company Subsidiaries, nor, to the knowledge of Company, any of their respective directors, officers, employees, representatives or agents, in each case, acting on behalf of Company or the Company Subsidiaries, has since April 1, 2018, directly or knowingly indirectly, in respect of Company, the Company Subsidiaries haveor the Company Business: (i) used any funds for unlawful contributions, and at all times since March 31unlawful gifts, 2015 through unlawful entertainment or other unlawful expenses relating to political activity; (ii) made, offered, promised, or authorized any payment or gift of money or anything of value to or for the date hereof have had and have been benefit of any official, officer, employee, or representative of, or any Person acting in compliance withan official capacity for or on behalf of, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”)including any official or employee of any government-owned or government-controlled entity, and have made all necessary filings required under applicable Lawsany officer or employee of a public international organization, necessary as well as any Person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization) or anyone else, in each case, for the purpose of securing any improper advantage or action to conduct the business assist Company or any of the Company Subsidiaries in obtaining or retaining business for or with, or directing business to, any Person; or (iii) otherwise violated any applicable Anti-Corruption Laws. Company and the Covered Subsidiaries, (B) since March 31, 2015 through Company Subsidiaries have established and continue to maintain internal controls and procedures reasonably designed to ensure compliance with Anti-Corruption Laws. To the date hereofknowledge of Company, neither the Company nor any of the Covered Company Subsidiaries (nor any of their respective directors, officers, representatives, agents or employees) is or has received any written notice been the subject of any enforcement actions, investigations, reviews, audits, notices, or inquiries by or disclosures to any Governmental Authority related to Anti-Corruption Laws, and no investigation, review, audit, notice, or inquiry by or disclosure to any Governmental Authority related to Anti-Corruption Laws is pending or, to the knowledge of Company, threatened. (e) Neither Company, any of the Company Subsidiaries, nor, to the knowledge of Company, any of their respective directors, officers, employees, representatives, or agents, in each case, acting on behalf of Company or the Company Subsidiaries, has since April 1, 2018, directly or knowingly indirectly, in respect of Company, the Company Subsidiaries or the Company Business, violated any applicable Global Trade Laws. Neither Company, any Company Subsidiary, nor, to the knowledge of Company, any of their respective directors, officers, employees, representatives or agents (i) is a Sanctioned Person, (ii) is or has been, nor is or has engaged in any business or dealings, directly or indirectly, with or for the benefit of, a Sanctioned Person or in a Sanctioned Country in violation of Global Trade Laws, (iii) is or failure to comply with has been engaging in any Permit export, reexport, transfer or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification provision of any Permitgoods, software, technology, data or service without, or exceeding the scope of, any required or applicable licenses or authorizations under all applicable Global Trade Laws or (iv) is otherwise in violation of applicable Global Trade Laws, including valuation, classification, or duty treatment requirements of imported or exported merchandise, the eligibility requirements of imported or exported merchandise for favorable duty rates or other special treatment, sourcing requirements. Neither Company, the Company Subsidiaries, nor, to the knowledge of Company, any of their respective directors, officers, employees, representatives, or agents, in each case, acting on behalf of Company or the Company Subsidiaries, is or has been the subject of any investigations, notices, reviews, audits, or inquiries by or disclosures to any Governmental Authority related to Global Trade Laws, and no investigation, review, audit, notice or inquiry by or disclosure to any Governmental Authority related to Global Trade Laws is pending or, to the knowledge of Company, threatened. Company and the Company Subsidiaries have established and continue to maintain compliance policies, procedures, and practices reasonably designed to ensure compliance with Global Trade Laws. (Cf) Neither Company, the Company Subsidiaries, nor, to the knowledge of Company, any of their respective directors, officers, employees, representatives, or agents, in each such Permit case, acting on behalf of Company or the Company Subsidiaries, has been validly issued since April 1, 2021, directly or obtained knowingly indirectly, in respect of Company, the Company Subsidiaries or the Company Business, violated any applicable federal, state and is in full force local laws governing or otherwise regulating the manufacture, marketing, distribution, registration, use, importation, transportation, purchase or other acquisition, possession or sale or other transfer of firearms, ammunition or explosives, including the Gun Control Act of 1968, (Chapter 44 of Title 18, United States Code), the National Firearms Act of 1934, (Chapter 53 of Title 26, United States Code), the Arms Export Control Act (22 U.S.C. § 2778), and effectthe ITAR and other Laws (including public nuisance or similar Laws) relating to firearms, ammunition and explosives.

Compliance with Applicable Laws; Permits. (ia) Each of the Company Seller Entities (with respect to the Business) and each of its Covered Subsidiaries (A) isthe Purchased Entities are, and has at all times since March 31, 2015 through for the date hereof past three (3) years have been, in compliance with with, all applicable Laws Laws, and during the past three (B3) to the knowledge years, none of the Company, since March 31, 2015 through the date hereof, them has not received any written notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries it is in violation of any applicable LawLaw (in the case of the Seller Entities, with respect to the Business), except, in the case of each of clauses (A) and (B)case, for such non-compliance and violations thatthat are not reasonably be expected to be, individually or in the aggregate, material to the Business. (b) The Seller Entities and/or the Business hold, and during the past three (3) years have held, all Permits necessary for the conduct of the Business as presently conducted or presently proposed to be conducted (the “Business Permits”), other than any such Permits the absence of which would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, as of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case asbe, individually or in the aggregate, material to the Business. The Seller Entities and the Business are, and during the past three (3) years have been, in compliance with the terms of the Business Permits, and during the past three (3) years, none of them has not had and received any written notice that it is in material violation of any of the terms or conditions of any such Business Permits, except, in each case, as would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed be, individually or in the Company SEC Documentsaggregate, (A) material to the Company and its Covered Subsidiaries haveBusiness. There are no, and at all times since March 31during the past three (3) years, 2015 through the date hereof have had and there have been no, Proceedings pending or, to Seller’s knowledge, threatened which would reasonably be expected to result in compliance withthe suspension, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders revocation or termination of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any such Business Permit, and (C) except, in each such Permit has been validly issued case, as would not reasonably be expected to be, individually or obtained and is in full force and effectthe aggregate, material to the Business.

Compliance with Applicable Laws; Permits. (i) Each of the Company and each of its Covered Significant Subsidiaries (A) is, and has at all times since March December 31, 2015 through the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March December 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Significant Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not have a Company Material Adverse Effect. Except as would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, as of the date of this AgreementEffect, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Significant Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of Neither the Company, Company nor any of its Covered Subsidiaries, Subsidiaries nor any of the Company’s or the Covered its Subsidiaries’ respective directors, officers, agents, employees or, to the Company’s knowledge, or Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered its Subsidiaries is aware of or has taken any action, directly or indirectly, action that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each , (B) the Company and its Subsidiaries and, to the knowledge of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and (C) the Company and its Subsidiaries have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries and, the Company’s and its Subsidiaries, their ’ respective directors, officers, or and to the knowledge of the Company’s knowledge, any of their respective agentsemployees, employees representatives, agents or Affiliates is an individual has conducted or entered into a contract to conduct any transaction with the governments or any sub-division thereof, agents or representatives, residents of, or any entity (“Relevant Person”) currently based or resident in the countries that are currently, or at the time such transaction was conducted or such contract entered into were, subject or target of to any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets ControlControl of the U.S. Treasury Department, the United Nations Security Council, the European Union, Union or Her Majesty’s Treasury, or other relevant sanctions authority Treasury (collectively, “Sanctions”), nor is ; and neither the Company located, organized or resident in a country or territory that is nor any of its Subsidiaries has financed the activities of any person currently subject of to any Sanctions; the . The Company will not directly or indirectly use the proceeds of from the sale of the SecuritiesNotes, or lend, contribute or otherwise make available such proceeds to any Covered SubsidiariesSubsidiary, Affiliate, joint venture partners partner or other Relevant Person, to fund any person or entity for the purpose of financing the activities of or business with any Relevant Person, or in person currently subject to any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations None of the Company Company, its Subsidiaries and, the Company’s and its Covered Subsidiaries are Subsidiaries’ respective directors, officers, and have been conducted at to the Company’s best knowledge, employees, representatives, agents or affiliates, has violated, and the Company’s participation in the transaction contemplated hereby will not violate, any Anti-Money Laundering Laws (as defined below). As used herein, “Anti-Money Laundering Laws” means all times applicable Laws regarding anti-money laundering, including, without limitation, Title 18 U.S. Code section 1956 and 1957, the USA Patriot Act, the Bank Secrecy Act, and international anti-money laundering principals or procedures published by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of which the United States is a member and with which designation the United States representative to the group or organization continues to concur, in compliance with applicable financial recordkeeping each case as amended, and reporting requirements any executive order, directive, or regulation pursuant to the authority of any of the money laundering statutes of all jurisdictionsforegoing, the rules and regulations thereunder and or any related orders or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and licenses issued thereunder. There is no action, suit or proceeding by or before any Governmental Authority court or governmental agency, authority or body or any arbitrator involving the Company or any of its Covered Subsidiaries with respect to the Anti-Money Laundering Laws that is pending or, to the best knowledge of the CompanyCompany after due inquiry, threatened. (v) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents, (A) the Company and its Covered Subsidiaries have, and at all times since March 31, 2015 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effect.

Compliance with Applicable Laws; Permits. (ia) Each of the Company and each of its Covered Subsidiaries (A) The Business is, and since April 1, 2011, has at all times since March 31, 2015 through the date hereof been, in compliance in all material respects with all Laws applicable to the conduct of the Business, including Anti-Corruption Laws and (B) to the knowledge of the Company, since March 31, 2015 through the date hereof, Healthcare Laws. There has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, as of the date of this Agreement, been no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries is Proceeding pending or, to the knowledge Knowledge of the CompanySellers, threatened, nor, to the knowledge of the Company, has threatened by any Governmental Entity or Regulatory Authority indicated an intention to conduct the same. (ii) None of the Companysince April 1, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance 2011 with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 respect to any Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a alleged material violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company Seller or any of its Covered Subsidiaries with respect Affiliates of any Law applicable to the Money Laundering Laws is pending or, to the best knowledge conduct of the Company, threatenedBusiness. (vb) Except in each case as, individually or in The Sellers and/or the aggregate, has not had Business hold all material Permits necessary for the conduct of the Business (the “Business Permits”). The Sellers and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents, (A) the Company and its Covered Subsidiaries haveBusiness are, and at all times since March 31April 1, 2015 through the date hereof 2011 have had and have been been, in compliance with, in all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, material respects with the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business terms of the Company and the Covered SubsidiariesBusiness Permits. Since April 1, (B) since March 312011, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries no Seller has received any written notice of or other written communication regarding any actual or possible violation of or failure to comply with any term or requirement of any Business Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Business Permit, and (C) each . Each such Business Permit has been validly issued or obtained and is is, and after the consummation of the transactions contemplated by this Agreement will be, in full force and effect. (c) No preclinical or clinical trials have been or are being conducted by or on behalf of the Sellers in respect of the Product. Except as set forth in Section 3.8(c) of the Seller Disclosure Schedules, no filings with or applications to the FDA or other Regulatory Authority have been made by or on behalf of the Sellers or any of their Affiliates relating to the Product, and neither the Sellers nor any of their Affiliates has otherwise engaged in any communications (whether oral, written or electronically delivered) with any such Regulatory Authority relating to the Product. To the Knowledge of the Sellers, no Governmental Entity or Regulatory Authority has threatened to conduct an investigation, inquiry, audit or review relating to the Product.

Compliance with Applicable Laws; Permits. (i) Each of the Company and each of its Covered Subsidiaries (A) is, and has at all times since March 31, 2015 through the date hereof been, in compliance with applicable Laws and (B) Except as would not have or would not reasonably be expected to the knowledge of the Company, since March 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations thathave, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in Effect, (a) the Company SEC Documents. Except as disclosed in and the Company SEC DocumentsSubsidiaries are, as and at all times since January 1, 2015, have been in compliance with all applicable Laws (including Anti- Corruption Laws) and all material Permits applicable to the business and operations of the date of this Agreement, no investigation or review by any Governmental Authority with respect to Company and the Company Subsidiaries or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of by which the Company or any of the Covered Company Subsidiaries is aware of or has taken any action, directly their respective businesses or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amendedproperties are bound, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents, (Ab) the Company and its Covered Subsidiaries haveeach Company Subsidiary hold, and are in compliance with, and at all times since March 31January 1, 2015 through the date hereof 2015, have had held and have been in compliance with, all licensesPermits required by Law for the conduct of their respective businesses. Since January 1, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof2015, neither the Company nor any of the Covered Subsidiaries Company Subsidiary has received any written notice of or notification, or to the Company’s Knowledge, any other communication from any Governmental Entity regarding any actual or possible violation of of, or failure to comply with with, any Permit applicable Law, except where such violations or any actual non-compliance would not reasonably be expected to have, individually or possible revocationin the aggregate, withdrawala Company Material Adverse Effect. Except as would not reasonably be expected to have, suspensionindividually or in the aggregate, cancellationa Company Material Adverse Effect, termination or material modification of any Permit, all Permits held by the Company and (C) each such Permit has been validly issued or obtained the Company Subsidiaries are valid and is in full force and effect. No suspension, cancellation, non-renewal, or adverse modifications of any Permits of the Company or any Company Subsidiary is pending or, to the Knowledge of the Company, threatened, except for any such suspension or cancellation which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. None of the Company, the Company Subsidiaries or, to the Knowledge of the Company, their respective directors, officers, employees, agents or representatives: (i) is a Designated Person, (ii) is a Person that is owned or controlled by a Designated Person; (iii) is located, organized or resident in a Sanctioned Country; or (iv) has or is now, in connection with the business of the Company or the Company Subsidiaries, engaged in, any dealings or transactions (A) with any Designated Person, (B) in any Sanctioned Country, or (C) otherwise in material violation of Sanctions. This Section 3.12 does not relate to Taxes; Company Benefit Plans or Company Benefit Agreements (including their compliance with any applicable Law) or ERISA; Environmental Permits, Environmental Laws, Environmental Claims, Releases, Hazardous Materials or other environmental matters; or Intellectual Property, which are addressed in Sections 3.08, 3.09, 3.14 and 3.17, respectively.

Compliance with Applicable Laws; Permits. (i) Each of the Company and each of its Covered Subsidiaries (A) is, and has at all times since March December 31, 2015 2014 through the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March December 31, 2015 2014 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC DocumentsEffect. Except as disclosed in the Company SEC Documents, as As of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, (A) neither the Company nor any of the Company, any of its Covered Subsidiaries, Subsidiaries nor any of the Company’s or the Covered Subsidiaries’ respective directors, officers, agents, employees or, to the Company’s knowledge, or Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, action that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPAForeign Corrupt Practices Act”) and any other applicable anti-corruption Laws to which they may be subject,. Each of , (B) the Company, its Company and the Covered Subsidiaries and, to the knowledge of the Company’s knowledge, their respective its Affiliates have conducted their businesses in compliance with the FCPA Foreign Corrupt Practices Act and any other applicable anti-corruption Laws to which they may be subject and (C) the Company and the Covered Subsidiaries have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC DocumentsEffect, (A) the Company and its Covered Subsidiaries have, and at all times since March December 31, 2015 through the date hereof 2014 have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March December 31, 2015 2014 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, Permit and (C) each such Permit has been validly issued or obtained and is in full force and effect.

Compliance with Applicable Laws; Permits. (i) Each of the The Company and each of its Covered Subsidiaries (A) is, and has at all times since March 31, 2015 through the date hereof been, is in compliance with applicable Laws and (B) to the knowledge of the Company, since March December 31, 2015 2018 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, as of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents, (A) the Company and its Covered Subsidiaries havehas, and at all times since March December 31, 2015 2018 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered SubsidiariesCompany, (B) since March December 31, 2015 2018 through the date hereof, neither the Company nor any of the Covered Subsidiaries has not received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effect.

Compliance with Applicable Laws; Permits. (ia) Each of the Company and each of its Covered Subsidiaries (A) is, and has at all times since March 31, 2015 through Since the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company’s incorporation, since March 31the Company has complied, 2015 through and the date hereofCompany is now in compliance, in all material respects, with all Laws applicable to its business, operations or assets, including but not limited to compliance with the U.S. Foreign Corrupt Practices Act of 1977 and any applicable similar laws in foreign jurisdictions in which the Company is currently, or has previously, conducted its business. The Company has not received any notice from of or been charged with the violation of any Governmental Authority Laws. The Company has not received any notice alleging that noncompliance, and, to the Company’s Knowledge, the Company is not under investigation with respect to, or threatened to be charged, with any of its Covered Subsidiaries is in material violation of any applicable LawLaws and, exceptto the Company’s Knowledge, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually there are no facts or in the aggregate, circumstances which would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in form the Company SEC Documents. Except as disclosed in the Company SEC Documents, as of basis for any such violation. (b) Since the date of this Agreementits incorporation, no investigation or review by any Governmental Authority with respect to the Company has not filed, nor has it been required to file, any reports, schedules, forms, statements or any of other documents with the FDA under its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the sameapplicable regulations. (iic) None Schedule 3.19 contains a list of all Permits which are required for the operation of the Companybusiness of the Company as presently conducted (“Company Permits”), other than those the failure of which to possess would not be material to the operation of the business of the Company as presently conducted. The Company currently has all Permits that are required in order to permit the Company to own or lease properties and assets and to carry on its business as presently conducted, other than those the failure of which to possess would not be material to the operation of the business of the Company as presently conducted. The Company is not in default or violation, and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation, in any material respect of its Covered Subsidiariesany term, condition or provision of any of Company Permit, and to the Company’s Knowledge, there are no facts or circumstances which could form the Covered Subsidiaries’ respective directors, officers, employees basis for any such default or violation. There are no Legal Proceedings pending or, to the Company’s knowledgeKnowledge, Affiliatesthreatened, agentsrelating to the suspension, in their capacity as a director, officer, agent, employee revocation or Affiliate modification of any Company Permit. None of the Company Permits will be materially impaired or in any way adversely affected by the consummation of the Covered Subsidiaries is aware of or has taken any actionTransactions, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, except to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and extent any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, such impairment or adverse effect arises from facts or circumstances relating to the knowledge of Parent or its Affiliates or the Company, any operation of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctionsbusinesses. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents, (A) the Company and its Covered Subsidiaries have, and at all times since March 31, 2015 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effect.

Compliance with Applicable Laws; Permits. (i) Each of the Company and each of its Covered Subsidiaries (A) is, and has at all times since March December 31, 2015 2014 through the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March December 31, 2015 2014 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC DocumentsEffect. Except as disclosed in the Company SEC Documents, as As of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, (A) neither the Company nor any of the Company, any of its Covered Subsidiaries, Subsidiaries nor any of the Company’s or the Covered Subsidiaries’ respective directors, officers, agents, employees or, to the Company’s knowledge, or Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, action that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPAForeign Corrupt Practices Act”) and any other applicable anti-corruption Laws to which they may be subject,. Each of , (B) the Company, its Company and the Covered Subsidiaries and, to the knowledge of the Company’s knowledge, their respective its Affiliates have conducted their businesses in compliance with the FCPA Foreign Corrupt Practices Act and any other applicable anti-corruption Laws to which they may be subject and (C) the Company and the Covered Subsidiaries have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC DocumentsEffect, (A) the Company and its Covered Subsidiaries have, and at all times since March December 31, 2015 through the date hereof 2014 have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March December 31, 2015 2014 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, Permit and (C) each such Permit has been validly issued or obtained and is in full force and effect.

Compliance with Applicable Laws; Permits. (i) Each of the Company and each of its Covered Subsidiaries (A) is, and has at all times since March 31, 2015 through the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations thatExcept as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company and the Company Subsidiaries are, and since December 31, 2016, have been, in compliance with all applicable Laws. Except as would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, as of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case ashave, individually or in the aggregate, a Company Material Adverse Effect, (a) all Permits applicable to the business and operations of the Company and the Company Subsidiaries are in full force and effect and are not subject to any pending or, to the Knowledge of the Company, threatened administrative or judicial proceeding that would reasonably be expected to result in modification, termination or revocation thereof, and (b) the Company and each of the Company Subsidiaries is, and since December 31, 2016, has not had been, in compliance with the terms and requirements of such Permits. Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect and except as disclosed in the Company SEC DocumentsEffect, (A) the Company and its Covered Subsidiaries have, and at all times since March December 31, 2015 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof2016, neither the Company nor any of the Covered Company Subsidiaries has received any written notice that the Company or any of the Company Subsidiaries is or has been in violation of any violation of or failure Law applicable to comply with any Permit the Company or any actual of its Subsidiaries or possible any Permit. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no actions pending, threatened in writing or, to the Knowledge of the Company, otherwise threatened that would reasonably be expected to result in the revocation, withdrawal, suspension, cancellationnonrenewal, termination termination, revocation or material adverse modification or limitation of any Permit, and (C) each such Permit has been validly issued or obtained applicable to the business and is in full force operations of the Company and effectthe Company Subsidiaries.

Compliance with Applicable Laws; Permits. (ia) Each of the The Company and each of its Covered Subsidiaries (A) is, are and has at all times have been since March 31, 2015 through the date hereof been, Lookback Date in compliance with applicable Laws and (B) to the knowledge of the Company, since March 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company in default under or any of its Covered Subsidiaries is in violation of any Laws applicable Lawto the Company, exceptits Subsidiaries or any of their respective properties or assets, in the case of each of clauses (A) and (B), for except where such non-compliance compliance, default or violation has not had, and violations thatwould not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company and its Subsidiaries possess, and have since the Lookback Date possessed, all franchises, grants, authorizations, business licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, clearances and orders of any Governmental Authority or pursuant to any applicable Law necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had, and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect and except as disclosed in the Company SEC DocumentsEffect. Except as disclosed has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company SEC DocumentsMaterial Adverse Effect, as of the date of this Agreementall Company Permits are in full force and effect, no investigation default (with or review by without notice, lapse of time or both) has occurred under any such Company Permit and neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority threatening to suspend, revoke, withdraw or modify any such Company Permit. (c) The Company, each of its Subsidiaries, and each of their respective Representatives acting on their behalf, has, since February 1, 2020, complied in all material respects with respect to all applicable Specified Business Conduct Laws. Since February 1, 2020, neither the Company or nor any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatenedSubsidiaries, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agentsdirectors, employees officers or Affiliates employees, has been subject to any actual, pending or threatened civil, criminal or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements or enforcement actions, or made any disclosures to any Governmental Authority, involving the Company or any of its Subsidiaries, in any way relating to any applicable Specified Business Conduct Laws. (d) Neither the Company nor any Subsidiary of the Company, nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or such Subsidiary: (i) is an individual a Person that is (A) listed on any Sanctions-related list of designated Persons maintained by OFAC or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets ControlState, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company B) located, organized organized, or resident in a country or territory that is itself the subject or target of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, thatSanctions (including, at the time of this Agreement, Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions of Ukraine) (each, a “Sanctioned Country”), (C) designated on the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions maintained by the European Commission or the Consolidated List of Financial Sanctions Targets maintained by the Office of Financial Sanctions Implementation within the UK’s HM Treasury, or any other equivalent lists maintained by the competent sanctions authority of any state, or (D) owned or controlled by any such fundingPerson or Persons described in the foregoing clauses (A), is the subject of Sanctions (B) or (C) (each, a “Sanctioned Person”) or (ii) has, since February 1, 2020, conducted any business with or engaged in any transaction or arrangement with or involving, directly or indirectly, any Sanctioned Person or Sanctioned Country in violation of applicable Sanctions, or has otherwise been in violation of any such Sanctions. Neither the Company nor any of its Subsidiaries has, since February 1, 2020, received any written notice of material deficiencies in connection with any Sanctions matter from OFAC or any other manner Governmental Authority in its compliance efforts nor, since February 1, 2020, made any voluntary disclosures to OFAC or any other Governmental Authority of facts that will could result in any material action being taken or any material penalty being imposed by a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving against the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatenedSubsidiaries. (ve) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a The Company Material Adverse Effect and except as disclosed in the Company SEC Documents, (A) the Company and its Covered Subsidiaries have, and at all times since March 31, 2015 through the date hereof have had and have been is in compliance with, in all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders material respects with the applicable rules of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effectNasdaq.

Compliance with Applicable Laws; Permits. (i) Each of the Company and each of its Covered Subsidiaries (A) is, and has at all times since March December 31, 2015 2014 through the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March December 31, 2015 2014 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC DocumentsEffect. Except as disclosed in the Company SEC Documents, as As of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, (A) neither the Company nor any of the Company, any of its Covered Subsidiaries, Subsidiaries nor any of the Company’s or the Covered Subsidiaries’ respective directors, officers, agents, employees or, to the Company’s knowledge, Affiliates, agentsor affiliates, in their capacity as a director, officer, agent, employee or Affiliate affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, action that would result in a violation by such Persons persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPAForeign Corrupt Practices Act”) and any other applicable anti-corruption Laws to which they may be subject,. Each of , (B) the Company, its Company and the Covered Subsidiaries and, to the knowledge of the Company’s knowledge, their respective its Affiliates have conducted their businesses in compliance with the FCPA Foreign Corrupt Practices Act and any other applicable anti-corruption Laws to which they may be subject and (C) the Company and the Covered Subsidiaries have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC DocumentsEffect, (A) the Company and its Covered Subsidiaries have, and at all times since March December 31, 2015 through the date hereof 2014 have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March December 31, 2015 2014 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, Permit and (C) each such Permit has been validly issued or obtained and is in full force and effect.

Compliance with Applicable Laws; Permits. (i) Each of the Company Whitman and each its Subsidiaries are in compliance in all respect▇ ▇▇▇▇ all judgments, orders, decrees, statutes, laws, ordinances, rules and regulations applicable to Whitman, any of its Covered Subsidiaries (A) isand their respective propert▇▇▇ ▇▇ assets, and except for instances of noncompliance that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect on Whitman. Neither Whitman nor any of its Subsidiaries has at all times since March 31, 2015 through the date hereof been, rece▇▇▇▇ ▇▇y written ▇▇▇▇▇▇ regarding any matter that is not fully resolved from a Governmental Entity that alleges that Whitman or any of its Subsidiaries is not in compliance with applicable Laws ▇▇▇ ▇▇▇h judgments, orders, decrees, statutes, laws, ordinances, rules or regulations and Whitman has and is in compliance with all permits, licenses, regis▇▇▇▇▇▇▇s and filings (B"Permits") required for the operation of the business of Whitman and its Subsidiaries as currently conducted, except for th▇▇▇ notices, instances of noncompliance or lack of Permits that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect on Whitman. (ii) There is no suit, action, proceeding or i▇▇▇▇▇▇ pending or, to the knowledge of the CompanyWhitman, since March 31threatened before any court, 2015 through the date hereofGovernmental Entity or ▇▇▇▇▇ ▇orum in which Whitman, has not received notice from any Governmental Authority alleging that the Company of its Subsidiaries, or any of its Covered former Subsidiaries is in violation of any applicable Lawor businesses, excepthas been or, in the case of each of clauses with respect to threatened suits, actions and proceedings, may be named as a defendant (A) and for alleged noncompliance with any Environmental Law or (B)) relating to the release into the environment of, or human exposure to, any Hazardous Material, whether or not occurring at, on, under or involving a site currently or formerly owned, leased or operated by Whitman, or any of its Subsidiaries, or any of its former Sub▇▇▇▇▇▇▇es or businesses, except for any such non-compliance suits, actions, proceedings and violations thatinquiries which, individually or in the aggregate, would are not reasonably be expected likely to have a Company Material Adverse Effect and except as disclosed in on Whitman. (iii) During the Company SEC Documents. Except as disclosed in the Company SEC Documentsperiod of ownership or operat▇▇▇ ▇▇ Whitman, as of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company its Subsidiaries or any of its Covered former Subsidiaries is pending o▇ ▇▇▇▇▇esses of any of their respective currently or formerly owned, leased or operated properties, there have been no releases of Hazardous Material in, on, under or affecting such properties or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the CompanyWhitman, any of its Covered Subsidiariessurrounding site, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except except in each case asfor those ▇▇▇▇▇, individually or in the aggregate, has not had and would are not reasonably be expected likely to have a Company Material Adverse Effect and on Whitman. Prior to the period of ownership or operation by Whitman, ▇▇▇ Subsidiaries or any of its former Subsidiaries o▇ ▇▇▇▇▇esses of any of such properties, to the knowledge of Whitman, there were no releases of Hazardous Material in, on, ▇▇▇▇▇ or affecting any such property or any surrounding site, except as disclosed in each case for those which, individually or in the Company SEC Documentsaggregate, are not reasonably likely to have a Material Adverse Effect on Whitman. (Aiv) Neither Whitman nor any of its Subsidiari▇▇ ▇▇ ▇ubject to any order, ▇▇▇▇▇▇, injunction or other arrangement with any Governmental Entity or any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to any Hazardous Material, except for any such order, decree, injunction, arrangement, indemnity or other agreement which, individually or in the Company and aggregate, is not reasonably likely to have a Material Adverse Effect on Whitman. (v) No products shipped, sold or delivered on ▇▇ ▇▇▇▇r to the Closing Date by or for Whitman or any of its Covered Subsidiaries havewere, and at all times since March 31no food or food ▇▇▇▇▇▇▇ents included in the Inventory of Whitman or any of its Subsidiaries on or prior to the Closing ▇▇▇▇ ▇nd which are used by Whitman or any of its Subsidiaries, 2015 through were or are adulterated or misbranded within the date hereof have had meaning of the Federal Food, Drug & Cosmetic Act and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions the regulations promulgated thereunder or comparable food laws and orders regulations of any jurisdiction of any Governmental Authority (collectivelyEntity to which such products have been or are intended to be shipped, sold or delivered, except for any such adulteration or misbranding which, individually or in the “Permits”)aggregate, and is not reasonably likely to have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effecta Material Adverse Effect on Whitman.

Compliance with Applicable Laws; Permits. (i) Each of the Company and each of its Covered Subsidiaries (A) is, and has at all times since March December 31, 2015 through the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March December 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC DocumentsEffect. Except as disclosed in the Company SEC Documents, as As of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, (A) neither the Company nor any of the Company, any of its Covered Subsidiaries, Subsidiaries nor any of the Company’s or the Covered Subsidiaries’ respective directors, officers, agents, employees or, to the Company’s knowledge, or Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, action that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPAForeign Corrupt Practices Act”) and any other applicable anti-corruption Laws to which they may be subject,. Each of , (B) the Company, its Company and the Covered Subsidiaries and, to the knowledge of the Company’s knowledge, their respective its Affiliates have conducted their businesses in compliance with the FCPA Foreign Corrupt Practices Act and any other applicable anti-corruption Laws to which they may be subject and (C) the Company and the Covered Subsidiaries have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (v) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC DocumentsEffect, (A) the Company and its Covered Subsidiaries have, and at all times since March December 31, 2015 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March December 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, Permit and (C) each such Permit has been validly issued or obtained and is in full force and effect.

Compliance with Applicable Laws; Permits. (ia) Each of The Purchased Companies (and their Subsidiaries) and the Company Seller Entities, in each case with respect to the Business, are currently (and each of its Covered Subsidiaries (A) is, and has have been at all times since March 31October 1, 2015 through the date hereof been, 2016) in compliance with all Laws applicable Laws to them and (B) their respective properties relating to the knowledge conduct of the Company, since March 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except Business as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, conducted as of the date of this Agreement, no investigation other than any violation which would not reasonably be expected, individually or review by any Governmental Authority in the aggregate, to be material to the Business and the Purchased Companies (and their Subsidiaries), taken as a whole. (b) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Business and the Purchased Companies (and their Subsidiaries), taken as a whole, since October 1, 2016, (i) none of the Seller Entities or Purchased Companies (or Subsidiaries thereof), in each case with respect to the Company Business, or any of its Covered Subsidiaries is pending ortheir respective officers, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same. (ii) None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officersemployees, employees orjoint ventures, to the Company’s knowledgerepresentatives, Affiliates, or agents, in their capacity as a directoreach case with respect to the Business, officerhas made or accepted any gift, agentbribe, employee payoff or Affiliate of the Company or kickback to from any of the Covered Subsidiaries is aware of person or has taken any action, directly or indirectly, that would result in a violation by such Persons of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder 1977 (the “FCPA”) and ), as amended, the U.K. B▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance laws (collectively with the FCPA and any other applicable antithe U.K. B▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, “Anti-corruption Laws to which they may be subject Corruption Laws”) and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iiiii) None none of the Company, any of its Covered Subsidiaries, their respective directors, officers, Seller Entities or to the knowledge of the Company, any of their respective agents, employees Purchased Companies (or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”Subsidiaries thereof), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries each case with respect to the Money Laundering Laws Business, is pending orunder Governmental Entity investigation for, or has received any written notice from, or made a voluntary disclosure to, a Governmental Entity regarding, any violation of any Anti-Corruption Laws. Since October 1, 2016, the Seller Entities and the Purchased Companies (or Subsidiaries thereof), in each case with respect to the best knowledge of the CompanyBusiness, threatenedhave instituted and maintained policies and procedures intended to ensure compliance with applicable Anti-Corruption Laws. (vc) Except in each case asThe Seller Entities or the Purchased Companies (or Subsidiaries thereof) hold all Permits necessary for the conduct of the Business as presently conducted, other than any such Permits the absence of which would not reasonably be expected to, individually or in the aggregate, has not had be material to the Business and the Purchased Companies (and their Subsidiaries), taken as a whole (the “Business Permits”). The Seller Entities and the Purchased Companies (and their Subsidiaries), in each case with respect to the Business, are, and have been at all times since October 1, 2016, in compliance with the terms of the Business Permits, except, in each case, where the failure to be in compliance therewith would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed expected, individually or in the Company SEC Documentsaggregate, to be material to the Business and the Purchased Companies (A) the Company and its Covered Subsidiaries have, and at all times since March 31, 2015 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”their Subsidiaries), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effecttaken as a whole.

Compliance with Applicable Laws; Permits. (ia) Each of the Company and each of its Covered Subsidiaries (A) isOther than with respect to any Excluded H&N Asset or Retained H&N Liabilities, Fermat is not, and at no time since January 1, 2014 has at all times since March 31, 2015 through the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in material violation of any Law applicable Law, except, in to the case conduct of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC DocumentsH&N Business. Except as disclosed in the Company SEC Documents, as As of the date of this Agreement, no investigation none of Fermat or review by its Subsidiaries (each in respect of the H&N Business) has, since January 1, 2014, received any written notification from any Governmental Authority Entity that it is subject to any outstanding injunction, writ, Judgment, order or decree or asserting that Fermat is not in compliance with respect any Law, Permit or Judgment applicable to the Company H&N Business except as would not be material to the H&N Business. (b) Since January 1, 2014, none of Fermat or its Subsidiaries, or to the Knowledge of Fermat, any director, officer, employee, agent or other person acting on behalf of Fermat or any of its Covered Subsidiaries has, directly or indirectly, violated or is in violation of, or is aware of any action taken that would result in a violation of any Anti-Corruption Laws, nor, except as would not constitute a H&N Business Material Adverse Effect, (i) used any funds of Fermat or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity; (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of Fermat or any of its Subsidiaries; (iii) established or maintained any unlawful fund of monies or other assets of Fermat or any of its Subsidiaries; (iv) made any fraudulent entry on the books or records of Fermat or any of its Subsidiaries; (v) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for Fermat or any of its Subsidiaries or to influence any act or decision of a foreign government official or other person; or (vi) engaged in any transaction or dealing in property or interests in property of, received from or made any contribution of funds, goods or services to or for the benefit of, provided any payments or material assistance to, or otherwise engage in or facilitated any transactions with a Prohibited Person. No proceeding by or before any Governmental Entity involving Fermat, any Subsidiary of Fermat or any Affiliate of Fermat, or any of their directors, officers, employees, agents or other persons acting on their behalf, with respect to any Anti-Corruption Law is pending or, to the knowledge of the CompanyFermat, threatened, nor, nor have any disclosures been submitted to the knowledge of the Company, has any Governmental Authority indicated an intention Entity with respect to conduct violations of any Anti-Corruption Law by any such Person. This Section 4.14(b) applies solely to activities undertaken in connection with the sameH&N Business and the Acquired H&N Assets. (iic) None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; 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 Covered Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (iv) The operations of the Company and its Covered Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Law”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Covered Subsidiaries Other than with respect to any Excluded H&N Asset or Retained H&N Liabilities, Fermat and/or the Money Laundering Laws is pending orH&N Business hold all Permits and Environmental Permits primarily related to, to the best knowledge of the Company, threatened. (v) Except or primarily used or primarily held for use in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents, (A) the Company and its Covered Subsidiaries have, and at all times since March 31, 2015 through the date hereof have had and have been in compliance connection with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “Permits”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Covered Subsidiaries, (B) since March 31, 2015 through the date hereof, neither the Company nor any of the Covered Subsidiaries has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effect.H&N Business as 1414958.12A-NYCSR03A - MSW