Common use of Conduct of Business; Regulatory Permits Clause in Contracts

Conduct of Business; Regulatory Permits. (i) The Company is not in violation of any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary is in violation of any term of its certification of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its bylaws (as amended, if at all). (ii) The Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 2014, (A) the Common Stock has been listed on the Principal Market, (B) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (C) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conducted, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company is not in violation of any term of nor its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of its certification of incorporation or bank charter (as the case may be), in default under any certificate of designation, preferences or rights designations of any outstanding series of its preferred stock of the Company, its Articles of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its bylaws (as amendedSubsidiaries, if at all). (ii) The and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30During the two years prior to the date hereof, 2014, (A) the Common Stock has been listed designated for quotation on the Principal Market. During the two years prior to the date hereof, (Bi) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Cii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor any of its Subsidiaries is not in violation of any term of or in default under its Certificate of Incorporation, any certificate of designation, preferences or rights designations of any outstanding series of its preferred stock of the Company or the Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of its Bylaws. No Subsidiary Subsidiaries is in violation of any term judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, and neither the Company nor any of its certification of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights Subsidiaries will conduct its business in violation of any outstanding series of its preferred stock the foregoing, except for possible violations which could not, individually or its bylaws (as amendedin the aggregate, if at all). (ii) The reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 2014During the two (2) years prior to the date hereof, (Ai) the Common Stock has been listed designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Company is not in violation of any term of its Certificate certificate of Incorporationincorporation (as amended including, as of the Closing Date, as amended by the Charter Amendment), any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary is in violation of any term of its certification of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its bylaws (as amended, if at all). (ii) The Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 20142011, (A) the Common Stock has been listed on the Principal Market, (B) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (C) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conducted, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company is not in violation of nor any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary is in violation of any term of or in default under its certification Certificate of incorporation Incorporation, or bank charter (as its Bylaws. Neither the case may be), Company nor any certificate of designation, preferences or rights Subsidiary is in violation of any outstanding series judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any Subsidiary which violation could have a Material Adverse Effect, and neither the Company nor any Subsidiary will conduct its business in violation of its preferred stock any of the foregoing, except for possible violations which could not, individually or its bylaws (as amendedin the aggregate, if at all). (ii) The reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market AMEX and has no Knowledge knowledge of any facts or circumstances that would reasonably be likely to lead to delisting or suspension of the Common Stock by the Principal Market AMEX in the foreseeable future. Since September 30December 31, 20142005, (Ai) the Common Stock has been listed on the Principal MarketAMEX, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) AMEX and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market AMEX regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) AMEX. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Except as disclosed in Public Disclosures, neither the Company nor any of its subsidiaries is not in violation of any term of or in default under its organizational documents including its Certificate of Incorporation, any other organizational charter, any certificate of designation, preferences or rights of any outstanding series of its preferred stock of the Company or any of its Bylawssubsidiaries, respectively. No Subsidiary Neither the Company nor any of its subsidiaries is in violation of any term judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its certification of incorporation or bank charter (as subsidiaries, and the case may be), any certificate of designation, preferences or rights Company will not conduct its business in violation of any outstanding series of its preferred stock the foregoing, except in all cases for possible violations which could not, individually or its bylaws (in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as amendeddisclosed in Public Disclosures, if at all). (ii) The the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30Except as disclosed in Public Disclosures, 2014since January 1, 2025, (Ai) the Common Stock has been listed designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the Subsidiaries each of its subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Company is not in violation of any term of its or in default under the Certificate of Incorporation, any certificate of designation, preferences Incorporation or rights of any outstanding series of its preferred stock or its the Bylaws. No Subsidiary is in violation of any term of its certification of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its bylaws (as amended, if at all). (ii) The Company is not in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company, and the Company will not conduct its business in any material respect violation of any of the rulesforegoing, regulations except in all cases for possible violations which would not, individually or requirements of the Principal Market and has no Knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable futureaggregate, reasonably be expected to have a Material Adverse Effect. Since September 30From November 18, 20142020 to the date hereof, (A) the Company Common Stock has been listed designated for quotation on Nasdaq. From November 18, 2020 to the Principal Marketdate hereof, (Bi) trading in the Company Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) Nasdaq and (Cii) the Company has received no communication, written or oral, from the SEC or the Principal Market Nasdaq regarding the suspension or delisting of the Company Common Stock from the Principal Market. (iii) Nasdaq. The Company and the Subsidiaries possess each of its subsidiaries possesses all certificates, authorizations and permits issued by the appropriate foreign, federal or state regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedits business, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary of its subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. Without limiting the generality of the foregoing, the Company has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of Company Common Stock by Nasdaq in the foreseeable future. The Company is in compliance with applicable Nasdaq continued listing requirements. The issuance and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge sale of the Company, neither Common Shares does not contravene the rules and regulations of Nasdaq and shall not have the effect of delisting or suspending of the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse EffectCommon Stock from Nasdaq.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor any of its Subsidiaries is not in material violation of any term of or in default under its Certificate of Incorporation, any certificate of designation, preferences or rights of any other outstanding series of its preferred stock of the Company or any of its BylawsSubsidiaries or Bylaws or their organizational charter, certificate of formation, memorandum of association, articles of association, Certificate of Incorporation or certificate of incorporation or bylaws, respectively. No Subsidiary Neither the Company nor any of its Subsidiaries is in material violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any term of its certification the foregoing, except in all cases for possible violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of incorporation or bank charter (the foregoing, except as set forth in the case may be)SEC Documents, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its bylaws (as amended, if at all). (ii) The the Company is not in material violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30Except as set forth in SEC Documents, 2014during the two years prior to the date hereof, (Ai) the Common Stock has been listed or designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC Securities and Exchange Commission (“SEC”) or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company and or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have complied with and are not in default the effect of prohibiting or violation in materially impairing any respect business practice of the Company or any Lawof its Subsidiaries, policy any acquisition of property by the Company or guideline any of its Subsidiaries or the conduct of business by the Company or any Governmental Entity, of its Subsidiaries as currently conducted other than such defaults or violations thateffects, individually or in the aggregate, which have not had and would not reasonably be expected to result in have a Material Adverse Effect. To the Knowledge of the Company, neither Effect on the Company nor or any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectits Subsidiaries.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor any of its Subsidiaries is not in material violation of any term of or in default under its Certificate of Incorporation, any certificate of designation, preferences or rights of any other outstanding series of its preferred stock of the Company or any of its BylawsSubsidiaries or Bylaws or their organizational charter, certificate of formation, memorandum of association, articles of association, Certificate of Incorporation or certificate of incorporation or bylaws, respectively. No Subsidiary Neither the Company nor any of its Subsidiaries is in material violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any term of its certification the foregoing, except in all cases for possible violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of incorporation or bank charter (the foregoing, except as set forth in the case may be)SEC Documents, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its bylaws (as amended, if at all). (ii) The the Company is not in material violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30Except as set forth in SEC Documents, 2014during the two years prior to the date hereof, (Ai) the Common Stock has been listed or designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) except as set forth in the SEC Documents, the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company and or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have complied with and are not in default the effect of prohibiting or violation in materially impairing any respect business practice of the Company or any Lawof its Subsidiaries, policy any acquisition of property by the Company or guideline any of its Subsidiaries or the conduct of business by the Company or any Governmental Entity, of its Subsidiaries as currently conducted other than such defaults or violations thateffects, individually or in the aggregate, which have not had and would not reasonably be expected to result in have a Material Adverse Effect. To the Knowledge of the Company, neither Effect on the Company nor or any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectits Subsidiaries.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor any of its Subsidiaries is not in material violation of any term of or in default under its Certificate Articles of Incorporation, any certificate of designation, preferences or rights of any other outstanding series of its preferred stock of the Company or any of its BylawsSubsidiaries or Bylaws or their organizational charter, certificate of formation, memorandum of association, articles of association, Articles of Incorporation or certificate of incorporation or bylaws, respectively. No Subsidiary Neither the Company nor any of its Subsidiaries is in material violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any term of its certification the foregoing, except in all cases for possible violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of incorporation or bank charter (the foregoing, except as set forth in the case may be)SEC Documents, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its bylaws (as amended, if at all). (ii) The the Company is not in material violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30Except as set forth in SEC Documents, 2014during the two years prior to the date hereof, (Ai) the Common Stock has been listed or designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC Securities and Exchange Commission (“SEC”) or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company and or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have complied with and are not in default the effect of prohibiting or violation in materially impairing any respect business practice of the Company or any Lawof its Subsidiaries, policy any acquisition of property by the Company or guideline any of its Subsidiaries or the conduct of business by the Company or any Governmental Entity, of its Subsidiaries as currently conducted other than such defaults or violations thateffects, individually or in the aggregate, which have not had and would not reasonably be expected to result in have a Material Adverse Effect. To the Knowledge of the Company, neither Effect on the Company nor or any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectits Subsidiaries.

Conduct of Business; Regulatory Permits. (i) The Neither the Company is not in violation of nor any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of its certification of incorporation or bank charter (as the case may be), in default under any certificate of designation, preferences or rights designations of any outstanding series of its preferred stock of the Company (if any), its Certificate of Incorporation or Bylaws or their organizational charter or memorandum of association or certificate of incorporation or articles of association or bylaws, respectively. Neither the Company nor any of its bylaws (as amendedSubsidiaries is in violation of any judgment, if at all). (ii) The decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30During the two (2) years prior to the date hereof, 2014, (A) the Common Stock has been listed designated for quotation on the Principal Market. During the two (2) years prior to the date hereof, (Bi) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Cii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor its Subsidiaries is not in violation of any term of or in default under its Certificate Articles of Incorporation, the Certificate of Designations, any other certificate of designation, preferences or rights of any other outstanding series of its preferred stock of the Company or Bylaws or their organizational charter or Articles of Incorporation or bylaws, respectively. Neither the Company nor any of its Bylaws. No Subsidiary Subsidiaries is in violation of any term judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, and neither the Company nor any of its certification of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights Subsidiaries will conduct its business in violation of any outstanding series of its preferred stock the foregoing, except in all cases for possible violations which would not, individually or its bylaws (as amendedin the aggregate, if at all). (ii) The have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30Except as set forth in Schedule 3(n), 2014since March 3, 2005, (Ai) the Common Stock has been listed designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor any of its Subsidiaries is not in violation of any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary is in violation of any term of its certification of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its bylaws (as amended, if at all). (ii) The Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge of any facts or circumstances existing as of the date hereof that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 20142011, (A) the Common Stock has been listed on the Principal Market, (B) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (C) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conducted, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the its Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the its Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of any material violation of, any violation of any Law, policy or guideline of any Governmental Entity, other than such defaults, violations or investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company is not in violation of any term of nor its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of its certification of incorporation or bank charter (as the case may be), in default under any certificate of designation, preferences or rights designations of any outstanding series of preferred stock, its preferred stock Articles of Incorporation or Bylaws or their organizational charter or articles of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its bylaws (as amendedSubsidiaries, if at all). (ii) The and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30During the two years prior to the date hereof, 2014, (A) the Common Stock has been listed designated for quotation on the Principal Market. During the two years prior to the date hereof, (Bi) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Cii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company is not in violation of nor any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary is in violation of any term of or in default under its certification Certificate of incorporation or bank charter (as the case may be)Incorporation, any certificate Certificate of designationDesignations, preferences or rights Preferences and Rights of any outstanding series of its preferred stock of the Company or its bylaws Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any Subsidiary is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any Subsidiary, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Section 3(e) hereof (as amendedincluding Schedule 3(e)) and without limiting the generality of the foregoing, if at all). (ii) The the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30Except as set forth in Section 3(e) hereof (including Schedule 3(e)), 2014since December 23, 2002, (Ai) the Common Stock has been designated for quotation or listed on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such its certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor any of its Subsidiaries is not in violation of any term of under its Certificate of IncorporationArticles, any certificate of designation, preferences or rights of any other outstanding series of its preferred stock of the Company or any of its BylawsSubsidiaries or their organizational charter, certificate of formation, memorandum of association, articles of association, Articles or certificate of incorporation or bylaws, respectively. No Subsidiary Neither the Company nor any of its Subsidiaries is in violation of any term judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its certification Subsidiaries, and neither the Company nor any of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights its Subsidiaries will conduct its business in violation of any outstanding series of its preferred stock or its bylaws the foregoing, except in all cases for violations which would not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, other than as disclosed in the Company’s SEC Documents that are available on the SEC’s website through the E▇▇▇▇ system at least one (as amended1) Business Day prior to the applicable Closing Date, if at all). (ii) The the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would could reasonably 8 DOCPROPERTY "CUS_DocIDChunk0" 4875-8576-3790\9 lead to delisting or suspension of trading of the Common Stock Shares by the Principal Market in the foreseeable future. Since September 30, 2014During the one year prior to the date hereof, (Ai) the Common Stock has Shares have been listed or designated for quotation on the Principal Market, (Bii) trading in the Common Stock Shares has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock Shares from the Principal Market. (iii) , which has not been publicly disclosed. The Company and the each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary of its Subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company and or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have complied with and are not in default the effect of prohibiting or violation in materially impairing any respect business practice of the Company or any Lawof its Subsidiaries, policy any acquisition of property by the Company or guideline any of its Subsidiaries or the conduct of business by the Company or any Governmental Entity, of its Subsidiaries as currently conducted other than such defaults or violations thateffects, individually or in the aggregate, which have not had and would not reasonably be expected to result in have a Material Adverse Effect. To the Knowledge of the Company, neither Effect on the Company nor or any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectits Subsidiaries.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor any of its Subsidiaries is not in violation of any term of or in default under its Certificate of IncorporationCharter, any certificate of designation, preferences or rights of any other outstanding series of its preferred stock of the Company or any of its BylawsSubsidiaries or Bylaws or their organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. No Subsidiary Neither the Company nor any of its Subsidiaries is in violation of any term judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its certification Subsidiaries, and neither the Company nor any of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights its Subsidiaries will conduct its business in violation of any outstanding series of its preferred stock the foregoing, except in all cases for possible violations which could not, individually or its bylaws (as amendedin the aggregate, if at all). (ii) The have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30Except as set forth on Schedule 4(n), 2014since 2010, (Ai) the Common Stock has been listed or designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company is not in violation of nor any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of its certification of incorporation or bank charter (as the case may be), in default under any certificate of designation, preferences or rights designations of any outstanding series of its preferred stock of the Company, its Memorandum of Association or Articles of Association or their organizational charter or memorandum of association or certificate of incorporation or articles of association or bylaws, respectively. Neither the Company nor any of its bylaws (as amendedSubsidiaries is in violation of any judgment, if at all). (ii) The decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except, in all cases, for possible violations which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock Shares by the Principal Market in the foreseeable future. Since September 30June 2, 2014, (A) 2008 the Common Stock has Shares have been listed on the Principal Market and from January 22, 2008 until June 2, 2008, the Common Shares were listed on The NASDAQ Capital Market. During the two (2) years prior to the date hereof, (Bi) trading in the Common Stock has Shares have not been suspended by the SEC SEC, The NASDAQ Capital Market or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Cii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock Shares from the Principal Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company is not in violation of any term of nor its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of or in default under its certification Articles of Incorporation or Bylaws or their organizational charter or articles of incorporation or bank charter (as bylaws, respectively. Neither the case may be), Company nor any certificate of designation, preferences or rights its Subsidiaries is in violation of any outstanding series judgment, decree or order or any statute, ordinance, rule or regulation that are currently necessary or applicable to the operation of the Company or its Subsidiaries as currently conducted and neither the Company nor any of its preferred stock Subsidiaries will conduct its business in violation of the foregoing except for possible violations which would not, individually or its bylaws (as amendedin the aggregate, if at all). (ii) The have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market or the SEC or other state or federal securities laws and has no Knowledge knowledge of any facts or circumstances that which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30March 31, 20142007, (Ai) the Common Stock has been listed designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Company is not in violation of any term of or in default under its Certificate of Incorporation, any certificate of designation, preferences Incorporation or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary is in violation of any term of its certification of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its bylaws (as amended, if at all). (ii) The Company is not in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to it, and the Company will not conduct its business in violation of any material respect of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Company Common Stock by the Principal Market in the foreseeable future. Since September 30December 31, 20142004, (Ai) the Company Common Stock has been listed designated for quotation on the Principal Market, (Bii) trading in the Company Common Stock has not been suspended by the SEC or the Principal Market Market, (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Company Common Stock from the Principal Market (iv) to the knowledge of the Company, without having made an investigation, trading in Lumera Common Stock has not been suspended by the SEC or the Principal Market and (v) to the knowledge of the Company, without having made an investigation, Lumera has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Lumera Common Stock from the Principal Market. (iii) . Since the date of the initial public offering of the Lumera Common Stock, to the knowledge of the Company, without having made an investigation, the Lumera Common Stock has been designated for quotation or listed on the Principal Market. The Company and the Subsidiaries possess possesses all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has not received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company is not in violation of any term of nor its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of or in default under its certification Articles of Incorporation or Bylaws or their organizational charter or articles of incorporation or bank charter (as bylaws, respectively. Neither the case may be), Company nor any certificate of designation, preferences or rights its Subsidiaries is in violation of any outstanding series judgment, decree or order or any statute, ordinance, rule or regulation that are currently necessary or applicable to the operation of the Company or its Subsidiaries as currently conducted and neither the Company nor any of its preferred stock Subsidiaries will conduct its business in violation of the foregoing except for possible violations which would not, individually or its bylaws (as amendedin the aggregate, if at all). (ii) The have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market or the SEC or other state or federal securities laws and has no Knowledge knowledge of any facts or circumstances that which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30July 31, 20142009, (Ai) the Common Stock has been listed designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Company is not in violation of Neither Parent nor any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term under its articles of its certification of incorporation or bank charter (as the case may be)incorporation, any certificate certificates of designation, preferences bylaws, organizational charter, certificate of formation, memorandum of association, articles of association, or rights operating agreement, as applicable. Neither Parent nor any of its Subsidiaries is in violation of any outstanding series Law, judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent or any of its preferred stock or Subsidiaries, and neither Parent nor any of its bylaws (as amended, if at all). (ii) The Company is not Subsidiaries has conducted its business in violation in any material respect of any of the foregoing, except in all cases for violations which would not reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries. Without limiting the generality of the foregoing, Parent is in compliance with all federal and state securities Laws, including the rules, regulations or requirements of the Principal Market NASDAQ and has no Knowledge knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of the Parent Common Stock by the Principal Market NASDAQ in the foreseeable future. Since September 30, 2014During the two (2) years prior to the date hereof, (Aa) the Parent Common Stock has been listed or designated for quotation on the Principal MarketNASDAQ, (Bb) trading in the Parent Common Stock has not been suspended by the SEC or the Principal Market NASDAQ, (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company newsc) and (C) the Company Parent has received no communication, written or oral, from the SEC or the Principal Market NASDAQ regarding the suspension or delisting of the Parent Common Stock from NASDAQ, which has not been publicly disclosed, and (d) Parent has not taken any action that is designed to terminate the Principal Market. (iiiregistration of the Parent Common Stock under the 1934 Act. Except as permitted by the 1934 Act, including Sections 13(k)(2) The Company and 13(k)(3) thereunder, or the rules and regulations promulgated by the SEC, Parent has not taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Parent and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on Parent and its Subsidiaries, and neither the Company Parent nor any such Subsidiary of its Subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and There is no agreement, commitment, judgment, injunction, order or decree binding upon Parent or any of its Subsidiaries or to which Parent or any of its Subsidiaries is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or any of its Subsidiaries, any acquisition of property by Parent or any of its Subsidiaries have complied with and are not in default or violation in the conduct of business by Parent or any respect of any Law, policy or guideline of any Governmental Entity, its Subsidiaries as currently conducted other than such defaults or violations thateffects, individually or in the aggregate, which have not had and would not reasonably be expected to result in have a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse EffectEffect on Parent and its Subsidiaries.

Conduct of Business; Regulatory Permits. (i) The Company is not in violation None of the Companies or any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary their Subsidiaries is in violation of any term of or in default under its certification certificate or articles of incorporation or bank charter (as bylaws or other governing documents. None of the case may be), Companies or any certificate of designation, preferences or rights their Subsidiaries is in violation of any outstanding series judgment, decree or order or any statute, ordinance, rule or regulation applicable to any of its preferred stock the Companies or its bylaws (any of their Subsidiaries. Without limiting the generality of the foregoing, except as amendedset forth on Schedule 7.22, if at all). (ii) The Company Parent is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30Except as set forth on Schedule 7.22, 2014during the one (1) year period prior to the Closing Date, (Ai) the Common Stock has been listed designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company Parent has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) The Company . Except as set forth on Schedule 7.22, each of the Companies and the their Subsidiaries possess possesses all consents, authorizations, approvals, orders, licenses, franchises, permits, certificates, authorizations accreditations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conducted, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectbusinesses, and neither none of the Company nor Companies or any such Subsidiary of their Subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such certificateconsents, authorization authorizations, approvals, orders, licenses, franchises, permits, certificates, accreditations or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectpermits.

Conduct of Business; Regulatory Permits. (i) The Company is not in violation of Neither Parent nor any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of or in default under its certification Articles of incorporation Incorporation or bank charter (as the case may be), Bylaws or other governing documents. Neither Parent nor any certificate of designation, preferences or rights its Subsidiaries is in violation of any outstanding series of its preferred stock judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent or its bylaws (as amendedSubsidiaries. Without limiting the generality of the foregoing, if at all). (ii) The Company Parent is not in violation in any material respect of any of the rules, regulations or requirements of the Over-the-Counter Quotation Bureau (the “Principal Market Market”) and has no Knowledge knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 2014During the one (1) year period prior to the date hereof, (Ai) the Common Stock has been listed on the Principal MarketMarket or quoted on the “▇▇▇▇ sheets” (the “▇▇▇▇ Sheets”), (Bii) trading in the Common Stock or quotation on the ▇▇▇▇ Sheets has not been suspended by the SEC or SEC, the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) or the ▇▇▇▇ Sheets and (Ciii) the Company Parent has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) The Company . Parent and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conducted, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectbusinesses, and neither the Company Parent nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor any of its Subsidiaries is not in violation of any term of or in default under its Certificate of Incorporation, any certificate of designation, preferences or rights designations of any outstanding series of its preferred stock of the Company or the Bylaws or their organizational charter or bylaws, respectively. Except as set forth in Schedule 3.1(l) attached hereto, as of the date of this Agreement (i) neither the Company nor any of its Bylaws. No Subsidiary Subsidiaries is in violation of any term judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, and neither the Company nor any of its certification of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights Subsidiaries will conduct its business in violation of any outstanding series of its preferred stock the foregoing, except for possible violations which would not, individually or its bylaws (as amendedin the aggregate, if at all). reasonably be expected to have a Material Adverse Effect, and (ii) The without limiting the generality of the foregoing, except as disclosed in the SEC Reports, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market Nasdaq and has no Knowledge knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market Nasdaq in the foreseeable future. Since September 30Except as set forth on Schedule 3.1(l) attached hereto, 2014, (A) the Common Stock has been listed on the Principal Market, (B) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (C) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities Governmental Authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently currently conducted, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and and, as of the date of this Agreement, neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company is not in violation of any term of nor its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of or in default under its certification Articles of incorporation Association or bank Memorandum or their organizational charter (as or memorandum of association or bylaws, respectively. To the case may be)best of its knowledge, neither the Company nor any certificate of designation, preferences or rights its Subsidiaries is in violation of any outstanding series judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, and neither the Company nor any of its preferred stock or Subsidiaries will conduct its bylaws (as amended, if at all). (ii) The Company is not business in violation in any material respect of any of the rulesforegoing, regulations except for possible violations which would not, individually or requirements of the Principal Market and has no Knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable futureaggregate, have a Material Adverse Effect. Since September 30December 31, 20142004, (Ai) the Common Stock has Ordinary Shares have been listed designated for quotation on the Principal Market, and (Bii) trading in the Common Stock Ordinary Shares has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (C) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. . (ii) The Company is in compliance in all material respects with all conditions and requirements stipulated by the Subsidiaries have complied instruments of approval granted to it with and are not in default or violation in any respect to the "Approved Enterprise" status of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither 's facilities by Israeli laws and regulations relating to such "Approved Enterprise" status and other tax benefits received by the Company; and the Company nor has not received any notice of any proceeding or investigation relating to revocation or modification of any "Approved Enterprise" status granted with respect to any of the Subsidiaries Company's facilities. (iii) The Company is under investigation with respect to, or has been threatened to be charged with or given notice of, any not in violation of any Lawcondition or requirement stipulated by the instruments of approval granted to the Company by the OCS and any applicable laws and regulations with respect to any research and development grants given to it by such office as to grants for projects that the OCS has not confirmed as having been closed. All information supplied by the Company with respect to such applications was true, policy or guideline correct and complete in all material respects when supplied to the appropriate authorities. Schedule 3(l)(iii) provides a correct and complete list of any Governmental Entitythe aggregate amount of pending and outstanding grants from the OCS, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectnet of royalties paid.

Conduct of Business; Regulatory Permits. (i) The Neither the Company is not in violation of any term of nor its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of its certification of incorporation or bank charter (as the case may be), in default under any certificate of designation, preferences or rights designations of any outstanding series of its preferred stock of the Company, its Certificate of Incorporation or Bylaws or their organizational charter or articles of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its bylaws (as amendedSubsidiaries, if at all). (ii) The and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in material violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30During the two years prior to the date hereof, 2014, (A) the Common Stock has been listed designated for quotation on the Principal Market. During the two years prior to the date hereof, (Bi) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Cii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor any of its Subsidiaries is not in violation of any term of or in default under its Certificate of Incorporation, any certificate of designationdesignations, preferences or rights of any other outstanding series of its preferred stock of the Company or any of its BylawsSubsidiaries or Bylaws or their organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. No Subsidiary Neither the Company nor any of its Subsidiaries is in violation of any term judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its certification Subsidiaries, and neither the Company nor any of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights its Subsidiaries will conduct its business in violation of any outstanding series of the foregoing, except in all cases for possible violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of its preferred stock Subsidiaries possess all certificates, authorizations and permits issued by the appropriate foreign, federal or its bylaws (as amendedstate regulatory authorities necessary to conduct their respective businesses, if at all). (ii) The except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 2014During the two (2) years prior to the date hereof, (Ai) the Common Stock has have been listed or designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conducted, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor any of its Subsidiaries is not in violation of any term of or in default under its Amended and Restated Certificate of Incorporation, any certificate of designationdesignations, preferences or rights of any other outstanding series of its preferred stock of the Company or any of its BylawsSubsidiaries or their organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. No Subsidiary Neither the Company nor any of its Subsidiaries is in violation of any term judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its certification Subsidiaries, and neither the Company nor any of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights its Subsidiaries will conduct its business in violation of any outstanding series of the foregoing, except in all cases for possible violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of its preferred stock Subsidiaries possess all certificates, authorizations and permits issued by the appropriate foreign, federal or its bylaws (as amendedstate regulatory authorities necessary to conduct their respective businesses, if at all). (ii) The except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock Shares by the Principal Market in the foreseeable future. Since September 30February 2, 20142024, (Ai) the Common Stock has Shares have been listed or designated for quotation on the Principal Market, (Bii) trading in the Common Stock has Shares have not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock Shares from the Principal Market. (iii) The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conducted, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company is not in violation of nor any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of or in default under its certification Memorandum and Articles of Association, certificate or articles of incorporation or bank charter (as bylaws. Neither the case may be), Company nor any certificate of designation, preferences or rights its Subsidiaries is in violation of any outstanding series judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its preferred stock Subsidiaries, except for violations which would not, individually or its bylaws (as amendedin the aggregate reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, if at all). (ii) The the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30February 27, 20141998, (A) the Common Stock has been listed included for listing on the Principal Market. During the two years prior to the date hereof, (Bi) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Cii) except as disclosed in Schedule 3(l), the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Company is not in violation of Neither the Partnership nor any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of or in default under its certification Limited Partnership Agreement or their respective organizational documents. Neither the Partnership nor any of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights its Subsidiaries is in violation of any outstanding series judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Partnership or any of its preferred stock Subsidiaries, and neither the Partnership nor any of its Subsidiaries has conducted its business in violation of any of the foregoing, except in all cases for violations which do not, individually or its bylaws (in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as amendedset forth in the SEC Documents, if at all). (ii) The Company the Partnership is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of the Common Stock Units by the Principal Market in the foreseeable future. Since September 30, 2014During the two years prior to the date hereof, (Ai) the Common Stock has Units have been listed or designated for quotation on the Principal Market, (Bii) trading in the Common Stock Units has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) except as set forth in the Company SEC Documents, the Partnership has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock Units from the Principal Market. (iii) . The Company Partnership and the each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and except as set forth in the SEC Documents, neither the Company Partnership nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and There is no agreement, commitment, judgment, injunction, order or decree binding upon the Partnership or any of its Subsidiaries or to which the Partnership or any of its Subsidiaries is a party which has or would reasonably be expected to have complied with and are not in default the effect of prohibiting or violation in materially impairing any respect business practice of the Partnership or any Lawof its Subsidiaries, policy any acquisition of property by the Partnership or guideline any of its Subsidiaries or the conduct of business by the Partnership or any Governmental Entity, of its Subsidiaries as currently conducted other than such defaults or violations thateffects, individually or in the aggregate, which have not had and would not reasonably be expected to result in have a Material Adverse Effect. To Effect on the Knowledge of the Company, neither the Company nor Partnership or any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectits Subsidiaries.

Conduct of Business; Regulatory Permits. (i) The Except as would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the business of the Company and its Subsidiaries taken as a whole, neither the Company nor any of its Subsidiaries is not in violation of any term of or in default under its Certificate of Incorporation, any certificate of designation, preferences or rights of any other outstanding series of its preferred stock of the Company or any of its BylawsSubsidiaries or the other Group Companies Organizational Documents, respectively. No Subsidiary is Except as would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the business of the Company and its Subsidiaries taken as a whole, neither the Company nor any of its Subsidiaries (i) is, or has been in the last three (3) years, in violation of any term applicable Law or Order applicable to the Company or any of its certification of incorporation or bank charter (as the case may be)Subsidiaries, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its bylaws (as amended, if at all). (ii) The has received in the last three (3) years a notification or communication from any Governmental Entity asserting that it is not or has not been in compliance with any applicable Law or Order and (iii) will conduct its business in violation of any of the foregoing. Without limiting the generality of the foregoing, except as would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the business of the Company and its Subsidiaries taken as a whole, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market Market, and has no Knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30Except as set forth in the SEC Documents, 2014during the two (2) years prior to the date hereof, (Ai) the Common Stock has been listed or designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the each of its Subsidiaries possess all licenses, certificates, authorizations and permits issued by the appropriate regulatory authorities Governmental Entity necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on the business of the Company and its Subsidiaries taken as a whole, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such license, certificate, authorization or permit. The There is no Contract or Order binding upon the Company and or any of its Subsidiaries or to which the Company or any of its Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations thatis a party which, individually or in the aggregatetogether with any other Contract or Order, has had or would not reasonably be expected to result in a Material Adverse Effect. To have the Knowledge effect of prohibiting or materially impairing any business practice of the CompanyCompany or any of its Subsidiaries, neither any acquisition of property by the Company nor or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectas currently conducted.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor any of its Subsidiaries is not in violation of any term of or in default under its Certificate of IncorporationCharter, any certificate of designation, preferences or rights of any other outstanding series of its preferred stock of the Company or any of its BylawsSubsidiaries or Bylaws or their organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. No Subsidiary Except as disclosed in the SEC Reports, neither the Company nor any of its Subsidiaries is in violation of any term judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its certification Subsidiaries, and neither the Company nor any of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights its Subsidiaries will conduct its business in violation of any outstanding series of its preferred stock the foregoing, except in all cases for possible violations which could not, individually or its bylaws (in the aggregate, have a Material Adverse Effect. Except as amendeddisclosed in the SEC Reports, if at all). (ii) The without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of the Common Stock Shares by the Principal Market in the foreseeable future. Since September 30November 18, 20142015, (Ai) the Common Stock has Shares have been listed approved for listing on the Principal Market, (B) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Cii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting withdrawal of such approval for listing of the Common Stock from Shares on the Principal Market. (iii) . The Company and the each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor any of its Subsidiaries is not in violation of any term of or in default under its Certificate of IncorporationCharter, any certificate of designation, preferences or rights of any other outstanding series of its preferred stock of the Company or any of its BylawsSubsidiaries or Bylaws or their organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. No Subsidiary Neither the Company nor any of its Subsidiaries is in violation of any term judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its certification Subsidiaries, and neither the Company nor any of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights its Subsidiaries will conduct its business in violation of any outstanding series of its preferred stock the foregoing, except in all cases for possible violations which could not, individually or its bylaws (as amendedin the aggregate, if at all). (ii) The have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30January 1, 20142012, (Ai) the Common Stock has been listed or designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor any of its Subsidiaries is not in violation of any term of its Certificate under the Articles of Incorporation, the Bylaws, any certificate of designation, preferences or rights of any outstanding series of its preferred stock of the Company or any of its BylawsSubsidiaries, or any of their organizational charters, certificate of formations, memorandums of association, articles of association, articles of incorporation, certificates of incorporation, bylaws or other organizational documents, respectively. No Subsidiary Neither the Company nor any of its Subsidiaries is in violation of any term judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its certification Subsidiaries, and neither the Company nor any of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights its Subsidiaries will conduct its business in violation of any outstanding series of its preferred stock or its bylaws (as amendedthe foregoing, if at all). (ii) The except in all cases for violations which would not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of trading of the Common Stock Shares by the Principal Market in the foreseeable future. Since September 30November 14, 20142024, (Ai) the Common Stock has Shares have been listed or designated for quotation on the Principal Market, (Bii) trading in the Common Stock Shares has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock Shares from the Principal Market. (iii) , which has not been publicly disclosed. The Company and the each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary of its Subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company and or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have complied with and are not in default the effect of prohibiting or violation in materially impairing any respect business practice of the Company or any Lawof its Subsidiaries, policy any acquisition of property by the Company or guideline any of its Subsidiaries or the conduct of business by the Company or any Governmental Entity, of its Subsidiaries as currently conducted other than such defaults or violations thateffects, individually or in the aggregate, which have not had and would not reasonably be expected to result in have a Material Adverse Effect. To the Knowledge of the Company, neither Effect on the Company nor or any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectits Subsidiaries.

Conduct of Business; Regulatory Permits. (i) The Neither the Company is not in violation of nor any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term under its respective articles of association, certificate of incorporation, bylaws, or any other organizational or governing documents. Neither the Company nor any of its certification Subsidiaries is in violation of incorporation any judgment, decree or bank charter (order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for violations which would not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as described in the case may beSEC Documents with respect to Nasdaq Listing Rule 5550(a)(2), any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its bylaws (as amended, if at all). (ii) The the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of trading of the Common Stock Ordinary Shares by the Principal Market in the foreseeable future. Since September 30, 2014During the one year prior to the date hereof, (Ai) the Common Stock has Ordinary Shares have been listed or designated for quotation on the Principal Market, (Bii) trading in the Common Stock Ordinary Shares has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock Ordinary Shares from the Principal Market. (iii) , which has not been publicly disclosed. The Company and the each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary of its Subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company and or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have complied with and are not in default the effect of prohibiting or violation in materially impairing any respect business practice of the Company or any Lawof its Subsidiaries, policy any acquisition of property by the Company or guideline any of its Subsidiaries or the conduct of business by the Company or any Governmental Entity, of its Subsidiaries as currently conducted other than such defaults or violations thateffects, individually or in the aggregate, which have not had and would not reasonably be expected to result in have a Material Adverse Effect. To the Knowledge of the Company, neither Effect on the Company nor or any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectits Subsidiaries.

Conduct of Business; Regulatory Permits. (i) The Neither the Company is not in violation of any term of nor its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of or in default under its certification Articles of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bank charter (as bylaws, respectively. Neither the case may be), Company nor any certificate of designation, preferences or rights its Subsidiaries is in violation of any outstanding series judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, and neither the Company nor any of its preferred stock Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or its bylaws (as amendedin the aggregate, if at all). (ii) The have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30March 1, 20142006, (A) the Common Stock has been listed designated for quotation on the Principal Market. During the two years prior to the date hereof, (Bi) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Cii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Company is not in violation of any term of or in default under its Certificate of Incorporation, any certificate of designation, preferences Incorporation or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary is in violation of any term of its certification of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its bylaws (as amended, if at all). (ii) The Company is not in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company, and the Company will not conduct its business in violation of any material respect of the foregoing, except in all cases for possible violations which could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 2014During the two years prior to the date hereof, (Ai) the Common Stock has been listed or designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the Subsidiaries possess possesses all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has not received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company and or to which the Subsidiaries Company is a party which has or would reasonably be expected to have complied with and are not in default the effect of prohibiting or violation in materially impairing any respect business practice of the Company, any Law, policy acquisition of property by the Company or guideline the conduct of any Governmental Entity, business by the Company as currently conducted other than such defaults or violations thateffects, individually or in the aggregate, which have not had and would not reasonably be expected to result in have a Material Adverse Effect. To the Knowledge of Effect on the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company, nor any of its Significant Subsidiaries is in violation of its certificate of incorporation, bylaws or other constituent documents. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for violations which would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as disclosed in the Filed SEC Documents, the Company is not in violation of any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary is in violation of any term of its certification of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its bylaws (as amended, if at all). (ii) The Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would could reasonably be expected to lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 2014During the two (2) years prior to the date hereof, (Ai) the Common Stock has been designated for quotation or listed on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions as requested by the Company in connection with announcements the dissemination of material Company news) information), and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations thatpermit that could otherwise reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Except as set forth in Schedule 3(n)(i), neither the Company nor any of its Subsidiaries is not in violation of any term of its Certificate of Incorporation, any Incorporation or Bylaws (as such terms are defined below) or their organizational charter or memorandum of association or certificate of designationincorporation or articles of association or bylaws, preferences or rights of respectively. Neither the Company not any Subsidiary has any outstanding class or series of preferred stock. Neither the Company nor any of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its certification of incorporation or bank charter (as Subsidiaries, and neither the case may be), Company nor any certificate of designation, preferences or rights of any outstanding series of its preferred stock or Subsidiaries will conduct its bylaws (as amended, if at all). (ii) The Company is not business in violation in any material respect of any of the rulesforegoing, regulations except for possible violations which could not, individually or requirements in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the Principal Market and has no Knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market foregoing, except as disclosed in the foreseeable future. Since September 30Schedule 3(n)(ii), 2014, (A) the Common Stock has been listed on the Principal Market, (B) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (C) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are is not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries rules, regulations or requirements of the Principal Market and the Company has received no formal or informal notice that OTC Markets is considering removing the Common Stock from the OTC Pink Market. After giving effect to the Closing, each of Mariner, Semcon and IC (the “SemCon Subsidiaries”) will hold no assets other than the assets assigned to it under investigation with respect tothe IV Agreement at the Closing (as defined therein) thereof, has no Indebtedness (other than Indebtedness relating to the issuance of the Initial Note and the Transaction Documents and any payment due pursuant to the IV Agreement to the extent that such obligations constitute Indebtedness), and is party to no contract or has been threatened agreement not related to the assets to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in assigned to it under the aggregate, would not reasonably be expected to result in a Material Adverse EffectIV Agreement at the Closing (as defined therein) thereof.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor any of its Subsidiaries is not in violation of any term of or in default under its Certificate of Incorporation, any certificate of designation, preferences or rights designations of any outstanding series of its preferred stock of the Company or the Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of its Bylaws. No Subsidiary Subsidiaries is in violation of any term judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, and neither the Company nor any of its certification of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights Subsidiaries will conduct its business in violation of any outstanding series of its preferred stock the foregoing, except for possible violations which could not, individually or its bylaws (as amendedin the aggregate, if at all). (ii) The reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30August 4, 20142005, (Ai) the Common Stock has been listed designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii, except as provided in Schedule 3(b)(xix) hereof. The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor any of its Subsidiaries is in violation of any material term under its articles of association or other charter documents. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for violations which would not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation of any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary is in violation of any term of its certification of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its bylaws (as amended, if at all). (ii) The Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of the Common Stock ADSs by the Principal Market in the foreseeable future. Since September 30, 2014During the one year prior to the date hereof, (Ai) the Common Stock ADSs has been listed or designated for quotation on the Principal Market, (Bii) trading in the Common Stock ADSs has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock ADSs from the Principal Market. (iii) , which has not been publicly disclosed. The Company and the each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary of its Subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company and or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have complied with and are not in default the effect of prohibiting or violation in materially impairing any respect business practice of the Company or any Lawof its Subsidiaries, policy any acquisition of property by the Company or guideline any of its Subsidiaries or the conduct of business by the Company or any Governmental Entity, of its Subsidiaries as currently conducted other than such defaults or violations thateffects, individually or in the aggregate, which have not had and would not reasonably be expected to result in have a Material Adverse Effect. To the Knowledge of the Company, neither Effect on the Company nor or any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectits Subsidiaries.

Conduct of Business; Regulatory Permits. (i) The Neither the Company is not in violation of any term of nor its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of its certification of incorporation or bank charter (as the case may be), in default under any certificate of designation, preferences or rights designations of any outstanding series of its preferred stock of the Company, its Articles (as defined in Section 3(r)) or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its bylaws (as amendedSubsidiaries, if at all). (ii) The and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that which would reasonably lead to delisting or suspension of the Common Stock Shares by the Principal Market in the foreseeable future. Since September 30During the two years prior to the date hereof, 2014, (A) the Common Stock Shares has been listed designated for quotation on the Principal Market. During the two years prior to the date hereof, (Bi) trading in the Common Stock Shares has not been suspended by the SEC SEC, any CSA or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Cii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock Shares from the Principal Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor any of its Subsidiaries is not in violation of any term of or in default under its Certificate of Incorporation, any certificate of designation, preferences or rights designations of any outstanding series of its preferred stock of the Company or the Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation, in any material respect, of any judgment, decree or order or any law, statute, ordinance, rule or regulation applicable to the Company or its Bylaws. No Subsidiary is Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in material violation of any term of its certification of incorporation or bank charter (as the case may be)foregoing. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any certificate director, officer, agent, employee or affiliate of designationthe Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department. Without limiting the generality of the foregoing, preferences or rights of any outstanding series of its preferred stock or its bylaws (except as amendeddisclosed in the SEC Documents, if at all). (ii) The the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Nasdaq Stock Market and has no Knowledge knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Nasdaq Stock Market in the foreseeable future. Since September 30December 31, 20142022, (Ai) the Common Stock has been listed included for listing on the Principal Nasdaq Stock Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Nasdaq Stock Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) except as disclosed in the SEC Documents, the Company has received no communication, written or oral, from the SEC or the Principal Nasdaq Stock Market regarding the suspension or delisting of the Common Stock from the Principal Nasdaq Stock Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently currently conducted, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company is not in violation of nor any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of or in default under its certification Articles of incorporation Incorporation or bank the Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of its Subsidiaries (as i) is in default of or in violation of, nor has the case may beCompany or any of its Subsidiaries received notice of a claim that it is in default under or that it is in violation of, any Material Contract (whether or not such default or violation has been waived), any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its bylaws (as amended, if at all). (ii) The is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has Nasdaq and, to the Company’s Knowledge, there exist no Knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market Nasdaq in the foreseeable future. Since September 30, 2014, (A) the Common Stock has been listed on the Principal Market, (B) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (C) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently currently conducted and as proposed to be conducted, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Company Except as set forth on Schedule 4(f), neither the Issuer nor any of its subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Issuer or any of its subsidiaries, and neither the Issuer nor any of its subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Schedule 4(f), the Issuer is not in violation of any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary is in violation of any term of its certification of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its bylaws (as amended, if at all). (ii) The Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Trading Market and has no Knowledge knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of trading of the Common Stock by the Principal Trading Market in the foreseeable future. Since September 30, 2014the date on which the Issuer consummated its initial public offering of Common Stock (the “IPO Date”), (Ai) the Common Stock has been listed or designated for quotation on the Principal Trading Market, (Bii) trading in the Common Stock has not been suspended by the SEC Commission or the Principal Trading Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) except as publicly disclosed in filings with the Company Commission, the Issuer has received no communication, written or oral, from the SEC Commission or the Principal Trading Market regarding the suspension or delisting of the Common Stock from the Principal Trading Market. (iii) , which has not been publicly disclosed. The Company Issuer and the Subsidiaries each of its subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company Issuer nor any such Subsidiary of its subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and There is no agreement, commitment, judgment, injunction, order or decree binding upon the Subsidiaries Issuer or any of its subsidiaries or to which the Issuer or any of its subsidiaries is a party which has or would reasonably be expected to have complied with and are not in default the effect of prohibiting or violation in materially impairing any respect business practice of the Issuer or any Lawof its subsidiaries, policy any acquisition of property by the Issuer or guideline any of its subsidiaries or the conduct of business by the Issuer or any Governmental Entity, of its subsidiaries as currently conducted other than such defaults or violations thateffects, individually or in the aggregate, which have not had and would not reasonably be expected to result in have a Material Adverse Effect. To Effect on the Knowledge of the Company, neither the Company nor Issuer or any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectits subsidiaries.

Conduct of Business; Regulatory Permits. (i) The Neither the Company is not in violation of any term of nor its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of its certification or in default under the Certificate of incorporation Incorporation or bank Bylaws or their organizational charter (as or bylaws, respectively. Neither the case may be), Company nor any certificate of designation, preferences or rights Subsidiary is in violation of any outstanding series judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, and neither the Company nor any of its preferred stock Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or its bylaws (as amendedin the aggregate, if at all). (ii) The have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30December 31, 20142004, (Ai) the Common Stock has been designated for quotation or listed on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) Market, and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. , or any requests for information in connection with any informal inquiry or formal investigation or proceedings regarding the Company or its officers and directors and (iiiiv) except as set forth in Schedule 3(j), the Company has not received any comment letters from the staff of the SEC concerning any filings made by the Company which have not been resolved to the satisfaction of the SEC staff. The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor its Subsidiaries is not in violation of any term of or in default under its Certificate of Incorporation, any certificate of designation, preferences or rights designations of any outstanding series of its preferred stock of the Company or Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of its Bylaws. No Subsidiary Subsidiaries is in violation of any term judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, and neither the Company nor any of its certification of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights Subsidiaries will conduct its business in violation of any outstanding series of its preferred stock the foregoing, except for possible violations which could not, individually or its bylaws (as amendedin the aggregate, if at all). (ii) The reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30October 7, 20142005, (A) the Common Stock has been listed designated for quotation on the Principal Market. Since October 7, 2005, (Bi) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Cii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Except as would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the business of the Company and its Subsidiaries taken as a whole, neither the Company nor any of its Subsidiaries is not in violation of any term of or in default under its Certificate of Incorporation, any certificate of designation, preferences or rights of any other outstanding series of its preferred stock of the Company or any of its BylawsSubsidiaries or the other Group Companies Organizational Documents, respectively. No Subsidiary is Except as would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the business of the Company and its Subsidiaries taken as a whole, neither the Company nor any of its Subsidiaries (i) is, or has been in the last three (3) years, in violation of any term applicable Law or Order applicable to the Company or any of its certification of incorporation Subsidiaries, (i) has received in the last three (3) years a notification or bank charter (as the case may be), communication from any certificate of designation, preferences Governmental Entity asserting that it is not or rights of has not been in compliance with any outstanding series of its preferred stock applicable Law or its bylaws (as amended, if at all).Order and (ii) The will conduct its business in violation of any of the foregoing. Without limiting the generality of the foregoing, except as would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the business of the Company and its Subsidiaries taken as a whole, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market Market, and has no Knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30Except as set forth in the SEC Documents, 2014during the two (2) years prior to the date hereof, (Ai) the Common Stock has been listed or designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the each of its Subsidiaries possess all licenses, certificates, authorizations and permits issued by the appropriate regulatory authorities Governmental Entity necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on the business of the Company and its Subsidiaries taken as a whole, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such license, certificate, authorization or permit. The There is no Contract or Order binding upon the Company and or any of its Subsidiaries or to which the Company or any of its Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations thatis a party which, individually or in the aggregatetogether with any other Contract or Order, has had or would not reasonably be expected to result in a Material Adverse Effect. To have the Knowledge effect of prohibiting or materially impairing any business practice of the CompanyCompany or any of its Subsidiaries, neither any acquisition of property by the Company nor or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectas currently conducted.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor any of its Subsidiaries is not in violation of any term under its certificate of its Certificate of Incorporationincorporation, any certificate of designation, preferences or rights of any other outstanding series of preferred shares of the Company or any of its preferred stock Subsidiaries or Articles or their organizational charter, certificate of formation, memorandum of association, articles of association, certificate of incorporation or articles, respectively. Neither the Company nor any of its Bylaws. No Subsidiary Subsidiaries is in violation of any term judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its certification Subsidiaries, and neither the Company nor any of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights its Subsidiaries will conduct its business in violation of any outstanding series of its preferred stock or its bylaws (as amendedthe foregoing, if at all). (ii) The except in all cases for violations which would not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal U.S. Market or Cboe and has no Knowledge knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of the Common Stock Shares by the Principal U.S. Market or Cboe in the foreseeable future. Since September 30, 2014During the one year prior to the date hereof, (Ai) the Common Stock has Shares have been listed or designated for quotation on the Principal MarketU.S. Market and Cboe, (Bii) trading in the Common Stock Shares has not been suspended by the SEC Principal U.S. Market or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) Cboe, and (Ciii) the Company has received no communication, written or oral, from the SEC Principal U.S. Market or the Principal Market Cboe regarding the suspension or delisting of the Common Stock Shares from the Principal Market. (iii) U.S. Market or Cboe, which has not been publicly disclosed. The Company and the each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary of its Subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company and or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have complied with and are not in default the effect of prohibiting or violation in materially impairing any respect business practice of the Company or any Lawof its Subsidiaries, policy any acquisition of property by the Company or guideline any of its Subsidiaries or the conduct of business by the Company or any Governmental Entity, of its Subsidiaries as currently conducted other than such defaults or violations thateffects, individually or in the aggregate, which have not had and would not reasonably be expected to result in have a Material Adverse Effect. To the Knowledge of the Company, neither Effect on the Company nor or any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectits Subsidiaries.

Conduct of Business; Regulatory Permits. (i) The Neither the Company is not in violation of nor any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of under its certification of incorporation or bank charter By-laws (as the case may bestatuts), any certificate of designation, preferences or rights of any outstanding series of its preferred stock of the Company or any of its bylaws (as amendedSubsidiaries or Bylaws or their organizational charter, if at all). (ii) The certificate of formation, memorandum of association, articles of association, Articles of Incorporation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in of any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of trading of the Common Stock ADSs by the Principal Market in the foreseeable future. Since September 30December 31, 20142024, (Ai) the Common Stock has ADSs have been listed or designated for quotation on the Principal Market, (Bii) trading in the Common Stock ADSs has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) except for (1) as publicly disclosed in filings with the SEC, or (2) any non-compliance with continued listing standards applicable to the Company relating to the average market capitalization of the Company that would be reasonably expected to be cured as a result of the transactions contemplated by this Agreement and the Common Equity Private Placement, the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock ADSs from the Principal Market. (iii) . The Company and the each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary of its Subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company and or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have complied with and are not in default the effect of prohibiting or violation in materially impairing any respect business practice of the Company or any Lawof its Subsidiaries, policy any acquisition of property by the Company or guideline any of its Subsidiaries or the conduct of business by the Company or any Governmental Entity, of its Subsidiaries as currently conducted other than such defaults or violations thateffects, individually or in the aggregate, which have not had and would not reasonably be expected to result in have a Material Adverse Effect. To the Knowledge of the Company, neither Effect on the Company nor or any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectits Subsidiaries.

Conduct of Business; Regulatory Permits. (i) The Company SPAC is not in violation of any term of or in default under its Certificate articles of Incorporationassociation, any certificate of designation, preferences or rights of any other outstanding series of its preferred stock shares of the SPAC or its Bylawsorganizational charter, certificate of formation, memorandum of association, articles of association or certificate of incorporation or bylaws, respectively. No Subsidiary The SPAC is not in violation of any term of judgment, decree or order or any statute, ordinance, rule or regulation applicable to the SPAC and will not conduct its certification of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights business in violation of any outstanding series of its preferred stock the foregoing, except in all cases for possible violations which could not, individually or its bylaws (as amendedin the aggregate, if at all). (ii) The Company have a SPAC Material Adverse Effect. Without limiting the generality of the foregoing, the SPAC is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of the Common Stock Ordinary Shares by the Principal Market in the foreseeable future. Since September 30, 2014During the two years (for such portion of such two years since the SPAC’s initial public offering that occurred in February 2021) prior to the date hereof, (Ai) the Common Stock has Ordinary Shares have been listed or designated for quotation on the Principal Market, (Bii) trading in the Common Stock Ordinary Shares has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company SPAC has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock Ordinary Shares from the Principal Market. (iii) . The Company and the Subsidiaries possess SPAC possesses all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses its business as presently conducted, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a SPAC Material Adverse Effect, and neither the Company nor any such Subsidiary SPAC has not received any written notice of proceedings (that remain outstanding) relating to the revocation or modification of any such certificate, authorization or permit. The Company Other than the Merger Agreement and the Subsidiaries other documents executed in connection with the Merger Agreement, there is no agreement, commitment, judgment, injunction, order or decree binding upon the SPAC or to which the SPAC is a party which has or would reasonably be expected to have complied with and are not in default the effect of prohibiting or violation in materially impairing any respect business practice of the SPAC, any Law, policy acquisition of property by the SPAC or guideline the conduct of any Governmental Entity, business by the SPAC as currently conducted other than such defaults or violations thateffects, individually or in the aggregate, which have not had and would not reasonably be expected to result in have a Material Adverse Effect. To Effect on the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse EffectSPAC.

Conduct of Business; Regulatory Permits. (i) The Neither the Company is not in violation of nor any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of its certification of incorporation or bank charter (as the case may be), in default under any certificate of designation, preferences or rights designations of any outstanding series of its preferred stock of the Company (if any), its Certificate of Incorporation or Bylaws or their organizational charter or memorandum of association or certificate of incorporation or articles of association or bylaws, respectively. Neither the Company nor any of its bylaws (as amended, if at all). (ii) The Company Subsidiaries is not in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in any material respect violation of any of the rulesforegoing, regulations except for possible violations which would not, individually or requirements of the Principal Market and has no Knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable futureaggregate, reasonably be expected to have a Material Adverse Effect. Since September 30During the two (2) years prior to the date hereof, 2014, (A) the Common Stock has been listed designated for quotation on the Principal Market. During the two (2) years prior to the date hereof, (Bi) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Cii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and neither the Company nor any such Subsidiary of its Subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company is not in violation of any term of nor its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of its certification of incorporation or bank charter (as the case may be), in default under any certificate of designation, preferences or rights designations of any outstanding series of its preferred stock of the Company, its Certificate of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its bylaws (as amendedSubsidiaries, if at all). (ii) The and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30During the two (2) years prior to the date hereof, 2014, (A) the Common Stock has been listed designated for quotation on the Principal Market. During the two (2) years prior to the date hereof, (Bi) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Cii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Except as would not reasonably be expected to have a Material Adverse Effect, neither the Company is not in violation of nor any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of its certification of incorporation or bank charter (as the case may be), in default under any certificate of designation, preferences or rights designations of any outstanding series of its preferred stock of the Company or their respective organizational charter or bylaws. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its bylaws (as amendedSubsidiaries, if at all). (ii) The except for possible violations which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30December 31, 20142005, (Ai) the Common Stock has been listed included for listing on the Principal Market, Market and (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions Market. Since December 31, 2005, except as set forth in connection with announcements of material Company news) and (C) Schedule 4(n), the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and and, except as would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company is not in violation of nor any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of or in default under its certification respective Certificates or Articles of incorporation Incorporation or bank its Bylaws or their organizational charter (as or bylaws, respectively. To the case may be)best of the Company’s knowledge, neither the Company nor any certificate of designation, preferences or rights its Subsidiaries is in violation of any outstanding series judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, and neither the Company nor any of its preferred stock Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which could not, individually or its bylaws (as amendedin the aggregate, if at all). (ii) The reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Approved Market and has no Knowledge knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal its Approved Market in the foreseeable future. Since September 30February 20, 20142007, (Ai) the Common Stock has been listed designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) The . Except as set forth on Schedule 3(o), the Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor its Subsidiaries is not in violation of any term of or in default under its Certificate Articles of Incorporation, the Certificate of Designations, any other certificate of designation, preferences or rights of any other outstanding series of its preferred stock of the Company or Bylaws or their organizational charter or articles of incorporation or bylaws, respectively. Except as set forth on Schedule 3(n), neither the Company nor any of its Bylaws. No Subsidiary Subsidiaries is in violation of any term judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, and neither the Company nor any of its certification Subsidiaries will conduct its business in violation of incorporation any of the foregoing, except in all cases for possible violations which would not, individually or bank charter (in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as the case may beset forth on Schedule 3(n), any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its bylaws (as amended, if at all). (ii) The the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 2014During the two (2) years prior to the date hereof, (Ai) the Common Stock has been listed designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) except for communication from the Principal Market regarding the Company’s compliance with Marketplace Rule 4350 of the Principal Market concerning the independence of the Company’s board after the death of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and the resignation of ▇▇▇▇▇ Cast, the two directors of the Company, the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company or Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, except for possible violations which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation of any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary is in violation of any term of its certification of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its bylaws (as amended, if at all). (ii) The Company is not in violation in any material respect of any of the applicable rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable futurenext twelve months, except for any violations that would not have, individually or in the aggregate, a Material Adverse Effect. Since September 30Except as disclosed on Schedule 3(n), 2014since December 31, 2003, (Ai) the Common Stock has been listed designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements the events leading to the movement of material Company news) and (C) the listing of the Common Stock from the Nasdaq National Market to the Principal Market, the Company has received no communication, written or oral, from the SEC or the Principal Market to the effect that the Company is not in compliance with the listing or maintenance requirements of the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Except as disclosed in Public Disclosures, neither the Company nor any of its subsidiaries is not in violation of any term of or in default under its organizational documents including its Certificate of Incorporation, any other organizational charter, any certificate of designation, preferences or rights of any outstanding series of its preferred stock of the Company or any of its Bylawssubsidiaries, respectively. No Subsidiary Neither the Company nor any of its subsidiaries is in violation of any term judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its certification of incorporation or bank charter (as subsidiaries, and the case may be), any certificate of designation, preferences or rights Company will not conduct its business in violation of any outstanding series of its preferred stock the foregoing, except in all cases for possible violations which could not, individually or its bylaws (in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as amendeddisclosed in Public Disclosures, if at all). (ii) The the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30Except as disclosed in Public Disclosures, 2014since January 1, 2025, (Ai) the Common Stock has been listed designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Cand(iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the Subsidiaries each of its subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company is not in violation of any term of nor its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of its certification of incorporation or bank charter (as the case may be), in default under any certificate of designation, preferences or rights designations of any outstanding series of preferred stock, its preferred stock Articles of Incorporation or Bylaws or their organizational charter or articles of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its bylaws (as amendedSubsidiaries, if at all). (ii) The and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30December 31, 20142005, (A) the Common Stock has been listed designated for quotation on the Principal Market. During the two years prior to the date hereof, (Bi) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Cii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor any of the Subsidiaries is not in violation of any material term of or in default under its Certificate of Incorporation, any certificate of designation, preferences or rights of any other outstanding series of its preferred stock of the Company or its Bylawsany of the Subsidiaries or Bylaws or their organizational charter, certificate of formation or articles or certificate of incorporation or bylaws, respectively. No Subsidiary Neither the Company nor any of the Subsidiaries is in violation of any term judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its certification the Subsidiaries, except in all cases for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of incorporation or bank charter (as the case may be)foregoing, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its bylaws (as amended, if at all). (ii) The the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 2014During the three (3) years prior to the date hereof, (Ai) the Common Stock has been listed or designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to havenot, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation have or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in have a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.​ ​

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor any of its Subsidiaries is not in violation of any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary is in violation of any term of its certification of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its bylaws (as amended, if at all). (ii) The Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge of any facts or circumstances existing as of the date hereof that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 20142009, (A) the Common Stock has been listed on the Principal Market, (B) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (C) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conducted, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit, except where such revocation or modification would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and the its Subsidiaries have complied with and are not in default or violation in any respect of, and none of any Lawthem is, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect toto or, or to the Knowledge of the Company, has been threatened to be charged with or given notice of any material violation of, any violation of any Lawapplicable material domestic (federal, state or local) or foreign law, statute, ordinance, license, rule, regulation, policy or guideline guideline, order, demand, writ, injunction, decree or judgment of any Governmental Entity, other than such defaults, violations or investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company is not in violation of any term of nor its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of or in default under its certification Certificate of incorporation or bank charter (as the case may be)Incorporation, any certificate Certificate of designationDesignations, preferences or rights Preferences and Rights of any outstanding series of its preferred stock of the Company or Bylaws or their organizational charter or bylaws, respectively. Except as disclosed in SCHEDULE 3(M), neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its bylaws (as amendedSubsidiaries, if at all). (ii) The and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of The Nasdaq Stock Market, Inc. (the Principal Market "PRINCIPAL MARKET"), including, without limitation, the listing requirements set forth in Rule 4310(c)(25)(H)(i)(d) of The Nasdaq Stock Market, Inc. and has no Knowledge knowledge of any facts or circumstances that which would reasonably lead to delisting or suspension of the Common Stock by the Principal Nasdaq National Market (the "PRINCIPAL MARKET") in the foreseeable future. Since September 30Except as disclosed in SCHEDULE 3(M), 2014since February 28, 1999, (Ai) the Company's Common Stock has been designated for quotation or listed on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor any Subsidiary is not in violation of any term of under its Certificate Articles of Incorporation, any certificate of designation, preferences or rights of any other outstanding series of its preferred stock of the Company, organizational charter, certificate of formation, memorandum of association, articles of association, certificate of incorporation or its Bylawsbylaws, respectively. No Neither the Company nor any Subsidiary is in violation of any term of judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any Subsidiary, and neither the Company nor any Subsidiary will conduct its certification of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights business in violation of any outstanding series of its preferred stock the foregoing, except in all cases for violations which would not reasonably be expected to have a Material Adverse Effect and with the exception of the Controlled Substances Act, 21 USC 801 et seq., as it applies to marijuana (including any implementing regulations and schedules in effect at the relevant time) or its bylaws (any other U.S. federal law the violation of which is predicated upon a violation of the Controlled Substances Act as amendedit applies to marijuana. Without limiting the generality of the foregoing, if at all). (ii) The the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market Markets and has no Knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of the Common Stock by the Principal Market Markets in the foreseeable future. Since September 30, 2014During the one year prior to the date hereof, (Ai) the Common Stock has been listed or designated for quotation on the Principal MarketMarkets, (Bii) trading in the Common Stock has not been suspended by the SEC SEC, the Ontario Securities Commission (“OSC”) or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) Markets and (Ciii) the Company has received no communication, written or oral, from the SEC SEC, OSC or the Principal Market Markets regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) Markets. The Company and the Subsidiaries any Subsidiary possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company and or any Subsidiary or to which the Subsidiaries Company or any Subsidiary is a party which has or would reasonably be expected to have complied with and are not in default the effect of prohibiting or violation in materially impairing any respect business practice of the Company or any LawSubsidiary, policy any acquisition of property by the Company or guideline any Subsidiary or the conduct of business by the Company or any Governmental Entity, Subsidiary as currently conducted other than such defaults or violations thateffects, individually or in the aggregate, which have not had and would not reasonably be expected to result in have a Material Adverse Effect. To the Knowledge of the Company, neither Effect on the Company nor or any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse EffectSubsidiary.

Conduct of Business; Regulatory Permits. (ia) The Neither the Company is not in violation of nor any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of or in default under the Group Companies Organizational Documents. Neither the Company (including its certification of incorporation predecessors) nor any Subsidiaries thereof (i) is, or bank charter (as the case may be)has been since January 1, any certificate of designation2017, preferences or rights in violation of any outstanding series of its preferred stock applicable Law or its bylaws (as amended, if at all). Order applicable thereto or (ii) The has received since January 1, 2017 a notification or communication from any Governmental Entity asserting that it is not or has not been in compliance with any applicable Law or Order, except which could not reasonably be expected to result in a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in material violation in any material respect of any of the rules, regulations or requirements of the Principal Market NASDAQ Global Market, and has no Knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of trading the Common Stock by the Principal Market in the foreseeable futureNASDAQ Global Market. Since September 30January 1, 20142017, (Ai) the Common Stock has been listed or designated for quotation on the Principal NASDAQ Global Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal NASDAQ Global Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal NASDAQ Global Market regarding the suspension or delisting of the Common Stock from the Principal NASDAQ Global Market. (iii) . The Company and the each of its Subsidiaries possess all licenses, certificates, authorizations and permits issued by the appropriate regulatory authorities Governmental Entity necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conducted, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectbusinesses, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such license, certificate, authorization or permit. The Company , except to the extent that the failure to possess all such licenses, certificates, authorizations and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations thatpermits would not, individually or in the aggregate, would not reasonably be expected to result in have a Material Adverse Effect. To the Knowledge of the Company, neither There is no Contract or Order binding upon the Company nor or any of its Subsidiaries or to which the Company or any of its Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations thata party which, individually or in the aggregatetogether with any other Contract or Order, has had or would not reasonably be expected to result have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries. (b) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its Knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such registration. The Company has not, since January 1, 2020, received notice from the NASDAQ Global Market to the effect that the Company is not in a Material Adverse Effectcompliance with the listing or maintenance requirements of the NASDAQ Global Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. The Common Stock is currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.

Conduct of Business; Regulatory Permits. (iExcept as set forth in Section 3(e) The of the Disclosure Letter, neither the Company is not in violation of nor any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of or in default under its certification Articles of incorporation or bank charter (as the case may be)Incorporation, any certificate of designation, preferences or rights determination of any other outstanding series of its preferred stock of the Company or any of its bylaws (Subsidiaries or Bylaws or their organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as amendedset forth in Section 3(n) of the Disclosure Letter, if at all). (ii) The the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30Except as set forth in Section 3(n) of the Disclosure Letter, 2014since January 1, 2006, (Ai) the Common Stock has been listed designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company is not in violation of nor any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of its certification of incorporation or bank charter (as the case may be), in default under any certificate of designation, preferences or rights designations of any outstanding series of its preferred stock of the Company (if any), its Articles of Incorporation or Bylaws or their organizational charter or memorandum of association or certificate of incorporation or articles of association or bylaws, respectively. Neither the Company nor any of its bylaws (as amendedSubsidiaries is in violation of any judgment, if at all). (ii) The decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30December 15, 2014, (Ai) the Common Stock has been listed designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor any of its Subsidiaries is not in material violation of any term of or in material default under its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock of the Company or any of its BylawsSubsidiaries or Bylaws or their organizational charter, certificate of formation, memorandum of association or articles of association. No Subsidiary Neither the Company nor any of its Subsidiaries is in material violation of any term judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its certification Subsidiaries, except in all cases for violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of incorporation or bank charter (as the case may be)foregoing, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its bylaws (as amended, if at all). (ii) The the Company is not in material violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances other than those disclosed in the SEC Documents that would could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30Except as set forth in the SEC Documents, 2014during the two years prior to the date hereof, (Ai) the Common Stock has been listed or designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits permits, individually or in the aggregate, has not had and had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit, except where such revocation or modification has not had or would not reasonably be expected to have a Material Adverse Effect. The There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company and or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have complied with and are not in default the effect of prohibiting or violation in materially impairing any respect business practice of the Company or any Lawof its Subsidiaries, policy any acquisition of property by the Company or guideline any of its Subsidiaries or the conduct of business by the Company or any Governmental Entity, of its Subsidiaries as currently conducted other than such defaults or violations thateffects, individually or in the aggregate, which have not had, and would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Companyhave, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor any of its Subsidiaries is not in material violation of any term of or in default under its Certificate of Incorporation, any certificate of designation, preferences or rights designations of any outstanding series of its preferred stock of the Company or the Bylaws or their organizational charter or bylaws, respectively. Except as described in the Form 10 or the ASIC Documents, neither the Company nor any of its Bylaws. No Subsidiary Subsidiaries is in violation of any term judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, and neither the Company nor any of its certification of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights Subsidiaries will conduct its business in violation of any outstanding series of its preferred stock the foregoing, except for possible violations which would not, individually or its bylaws (in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as amendeddescribed in the Form 10 or the ASIC Documents or documents lodged with the Australian Securities Exchange, if at all). (ii) The the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Company’s Common Stock (represented by CDIs) by the Principal Market in the foreseeable future. Since September 30, 2014During the past two (2) years prior to the date hereof, (Ai) the Company’s Common Stock represented by CDIs has been listed designated for quotation or included for listing on the Principal Market, (Bii) trading in the CDIs representing the Company’s Common Stock has not been suspended by the SEC ASIC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC ASIC or the Principal Market regarding the suspension or delisting of the CDIs representing the Company’s Common Stock from the Principal Market. (iii) The . Except as described in the Form 10 or the ASIC Documents or documents lodged with the Australian Securities Exchange, the Company and the Subsidiaries possess all certificatesits subsidiaries hold, and are operating in material compliance with, such permits, registrations, licenses, accreditations, franchises, approvals, authorizations and permits issued by clearances of applicable governmental authorities (collectively, the appropriate regulatory authorities necessary “Permits”) required for them to own or lease their properties and assets and to the conduct of their respective businesses as presently currently conducted, except where the failure to possess such certificates, authorizations or permits has not had and Permits would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect, and all such Permits are in full force and effect. Except as described in the ASIC Documents or documents lodged with the Australian Securities Exchange, neither the Company nor any such Subsidiary has received received, or has any written reason to believe that it will receive, any notice of proceedings relating to the revocation or modification of of, or non-compliance with, any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations thatPermit which, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To if the Knowledge subject of the Companyan unfavorable decision, neither the Company nor any of the Subsidiaries is under investigation with respect to, ruling or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregatefinding, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Except as would not have a Material Adverse Effect, neither the Company is not in violation of any term of nor its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of or in default under its certification Certificate of incorporation or bank charter (as the case may be)Incorporation, any certificate Certificate of designationDesignations, preferences or rights Preferences and Rights of any outstanding series of its preferred stock of the Company or Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its bylaws (as amendedSubsidiaries, if at all). (ii) The except for violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30Except as disclosed on Schedule 3(n), 2014since January 1, 2003 (Ai) the Common Stock has been listed designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and except as would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Company is not in violation None of the Borrowers or any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary their Subsidiaries is in violation of any term of or in default under its certification certificate or articles of incorporation or bank charter (as bylaws or other governing documents. None of the case may be), Borrowers or any certificate of designation, preferences or rights their Subsidiaries is in violation of any outstanding series judgment, decree or order or any statute, ordinance, rule or regulation applicable to such Borrowers or Subsidiaries. Without limiting the generality of its preferred stock or its bylaws (the foregoing, except as amendedset forth on Schedule 7.22, if at all). (ii) The Company the Principal Borrower is not in material violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of the occurrence of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30Except as set forth on Schedule 7.22, 2014during the one (1) year period prior to the First Restated Closing Date, (Ai) the Common Stock has been designated for quotation or listed on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company Principal Borrower has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) The Company . Except as set forth on Schedule 7.22, each of the Borrowers and the their Subsidiaries possess possesses all material consents, authorizations, approvals, orders, licenses, franchises, permits, certificates, authorizations accreditations and permits issued by the FDA and all other appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conducted, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectbusinesses, and neither none of the Company nor Borrowers or any such Subsidiary of their Subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such certificateconsents, authorization authorizations, approvals, orders, licenses, franchises, permits, certificates, accreditations or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectpermits.

Conduct of Business; Regulatory Permits. (i) The Neither the Company is not in violation of any term of nor its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of its certification of incorporation or bank charter (as the case may be), in default under any certificate of designation, preferences or rights designations of any outstanding series of its preferred stock of the Company, the Certificate of Incorporation or Bylaws or their organizational charter or articles of incorporation or bylaws, respectively. Neither the Company nor any of its bylaws (as amendedSubsidiaries is in violation of any judgment, if at all). (ii) The decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 2014the date two years prior to the date hereof, (Ai) the Common Stock has been designated for quotation or listed on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor its Subsidiaries is not in violation of any term of or in default under its Certificate of Incorporation, any certificate of designation, preferences or rights designations of any outstanding series of its preferred stock of the Company or Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of its Bylaws. No Subsidiary Subsidiaries is in violation of any term of its certification of incorporation judgment, decree or bank charter (as order or any statute, ordinance, rule or regulation applicable to the case may be), any certificate of designation, preferences or rights of any outstanding series of its preferred stock Company or its bylaws (as amendedSubsidiaries, if at all). (ii) The except for possible violations which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the applicable rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable futurenext twelve months, except for any violations that would not have, individually or in the aggregate, a Material Adverse Effect. Since September 30Except as disclosed on Schedule 3(n), 2014since December 31, 2005, (Ai) the Common Stock has been listed designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements the events leading to the movement of material Company news) and (C) the listing of the Common Stock from the Nasdaq National Market to the Principal Market, the Company has received no communication, written or oral, from the SEC or the Principal Market to the effect that the Company is not in compliance with the listing or maintenance requirements of the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. Except as set forth on Section 3(m) of the Disclosure Letter: (i) The Neither the Company nor any of its Significant Subsidiaries is not in violation of any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock of the Company or its Bylaws. No Subsidiary is in violation of any term of its certification Bylaws or their organizational documents or certificate of incorporation or bank charter (as bylaws, respectively. Since December 31, 2008, each of the case may be)Company and each Subsidiary has complied in all material respects with all applicable Laws, any certificate of designationother than such noncompliance that would not reasonably be expected to, preferences either individually or rights of any outstanding series of its preferred stock or its bylaws (as amendedin the aggregate, if at all)result in a Material Adverse Effect. (ii) The Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30January 1, 20142006, (A) the Common Stock has been listed designated for quotation on the Principal Market, (B) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (C) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding advising of or threatening the suspension or delisting of the Common Stock from the Principal Market. (iii) (x) The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conducted, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectbusinesses, and (y) neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company , except in the case of (x) and (y) where such failure or receipt of notice of proceedings, as the Subsidiaries have complied with and are case may be, would not in default or violation in any respect of any Lawreasonably be expected to, policy or guideline of any Governmental Entity, other than such defaults or violations that, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Company is not in violation None of the Companies nor any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary is in violation of any term of or in default under its certification certificate or articles of incorporation or bank charter (amalgamation or bylaws or other governing documents. Except as set forth on Schedule 3(n), none of the Companies nor any Subsidiary is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to any of the Companies or any Subsidiary and, in the case may beof Company Exchange Co., including, the Toronto Stock Exchange. Without limiting the generality of the foregoing, except as set forth on Schedule 3(n), any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its bylaws (as amended, if at all). (ii) The Company Parent is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 2014During the one (1) year period prior to the Closing Date, (Ai) the Common Stock has been listed designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company except as set forth on Schedule 3(n), Parent has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) The Company . Each of the Companies and the Subsidiaries possess each Subsidiary possesses all consents, authorizations, approvals, orders, licenses, franchises, permits, certificates, authorizations accreditations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conducted, except where and none of the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company Companies nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificateconsents, authorization authorizations, approvals, orders, licenses, franchises, permits, certificates, accreditations or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectpermits.

Conduct of Business; Regulatory Permits. (i) The Neither the Company is not in violation of nor any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of or in default under its certification Articles of incorporation or bank charter (as the case may be)Incorporation, any certificate of designation, preferences or rights determination of any other outstanding series of its preferred stock of the Company or any of its bylaws (as amendedSubsidiaries or Bylaws or their organizational charter, if at all). (ii) The certificate of formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30January 1, 20142006, (Ai) the Common Stock has been listed designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company is not in violation of nor any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of or in default under its certification of incorporation or bank charter (as the case may be), any certificate of designationincorporation, preferences bylaws or rights other governing documents. Neither the Company nor any of its Subsidiaries is in violation of any outstanding series judgment, decree or order or any law, statute, ordinance, rule or regulation applicable to the Company or any of its preferred stock Subsidiaries, and neither the Company nor any of its Subsidiaries has conducted or will conduct its bylaws (as amendedbusiness in violation of any of the foregoing, if at all). (ii) The except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable futurefuture other than the market requirements as to minimum share price. Since September 30Except as disclosed on Schedule 3(n), 2014during the two (2) years prior to the date hereof, (Ai) the Common Stock has been listed designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) The . Except as disclosed on Schedule 3(n), the Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and , except where the Subsidiaries have complied with and are revocation or modification would not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations thathave, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Company Neither Sonnet nor any of the Sonnet Subsidiaries is not in violation of any term of its or in default under the Sonnet Certificate of Incorporation, any certificate of designationdesignations, preferences or rights of any outstanding series of its preferred stock of Sonnet or its Bylawsany of the Sonnet Subsidiaries, the Sonnet Bylaws or their organizational charter or memorandum of association or certificate of incorporation or articles of association or bylaws, respectively. No Subsidiary Neither Sonnet nor any of the Sonnet Subsidiaries is in violation of any term judgment, decree or order or any statute, ordinance, rule or regulation applicable to Sonnet or any of the Sonnet Subsidiaries, and neither Sonnet nor any of the Sonnet Subsidiaries will conduct its certification of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its bylaws (as amended, if at all). (ii) The Company is not business in violation in any material respect of any of the rulesforegoing, regulations except in all cases for possible violations which would not, individually or requirements of the Principal Market and has no Knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable futureaggregate, reasonably be expected to have a Sonnet Material Adverse Effect. Since September 30, 2014, (A) the Common Stock has been listed on the Principal Market, (B) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (C) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) The Company Sonnet and the Sonnet Subsidiaries possess all certificates, authorizations and permits issued by the appropriate foreign, federal or state regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Sonnet Material Adverse Effect, and neither the Company Sonnet nor any such Sonnet Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and Without limiting the Subsidiaries have complied with and are not generality of the foregoing, except as set forth in default or violation in any respect Schedule 3(m), Sonnet has no knowledge of any Law, policy facts or guideline circumstances that would reasonably lead to delisting or suspension of any Governmental Entity, other than such defaults or violations that, individually or the Chanticleer Common Stock by the Nasdaq Capital Market (the “Principal Market”) in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectforeseeable future.

Conduct of Business; Regulatory Permits. (i) The Company is not in violation None of the Borrowers or any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary their Subsidiaries is in violation of any term of or in default under its certification certificate or articles of incorporation or bank charter (as bylaws or other governing documents. None of the case may be), Borrowers or any certificate of designation, preferences or rights their Subsidiaries is in violation of any outstanding series judgment, decree or order or any statute, ordinance, rule or regulation applicable to any of its preferred stock the Borrowers or its bylaws (any of their Subsidiaries. Without limiting the generality of the foregoing, except as amendedset forth on Schedule 7.22, if at all). (ii) The Company Parent is not in material violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30Except as set forth on Schedule 7.22, 2014during the one (1) year period prior to the Closing Date, (Ai) the Common Stock has been designated for quotation or listed on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company Parent has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) The Company . Except as set forth on Schedule 7.22, each of the Borrowers and the their Subsidiaries possess possesses all consents, authorizations, approvals, orders, licenses, franchises, permits, certificates, authorizations accreditations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure of which to possess such certificates, authorizations or permits has not had and would not could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect, and neither none of the Company nor Borrowers or any such Subsidiary of their Subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such certificateconsents, authorization authorizations, approvals, orders, licenses, franchises, permits, certificates, accreditations or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectpermits.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor any of its Subsidiaries is not in violation of any term of or in default under its Certificate of Incorporation, the Certificate of Designations, any other certificate of designation, preferences or rights of any other outstanding series of its preferred stock of the Company or the Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Bylaws. No Subsidiary Subsidiaries is in violation of any term judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, and neither the Company nor any of its certification of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights Subsidiaries will conduct its business in violation of any outstanding series of its preferred stock the foregoing, except for possible violations which could not, individually or its bylaws (as amendedin the aggregate, if at all). (ii) The reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30August 16, 20142006, (Ai) the Common Stock has been listed designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor any of its Subsidiaries is not in material violation of any term of or in default under its Certificate of Incorporation, any certificate of designation, preferences or rights of any other outstanding series of its preferred stock of the Company or any of its BylawsSubsidiaries or Bylaws or their organizational charter, certificate of formation, memorandum of association, articles of association, Certificate of Incorporation or certificate of incorporation or bylaws, respectively. No Subsidiary Neither the Company nor any of its Subsidiaries is in material violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any term of its certification the foregoing, except in all cases for possible violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of incorporation or bank charter (the foregoing, except as set forth in the case may be)SEC Documents, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its bylaws (as amended, if at all). (ii) The the Company is not in material violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30Except as set forth in SEC Documents, 2014during the two years prior to the date hereof, (Ai) the Common Stock has been listed or designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC Securities and Exchange Commission (“SEC”) or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The There is no agreement, commitment, judgment, 4 injunction, order or decree binding upon the Company and or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have complied with and are not in default the effect of prohibiting or violation in materially impairing any respect business practice of the Company or any Lawof its Subsidiaries, policy any acquisition of property by the Company or guideline any of its Subsidiaries or the conduct of business by the Company or any Governmental Entity, of its Subsidiaries as currently conducted other than such defaults or violations thateffects, individually or in the aggregate, which have not had and would not reasonably be expected to result in have a Material Adverse Effect. To the Knowledge of the Company, neither Effect on the Company nor or any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectits Subsidiaries.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor any of its Subsidiaries is not in violation of any term under its Articles of its Certificate of IncorporationIncorporation or other organizational document, bylaws, any certificate of designation, preferences or rights of any other outstanding series of its preferred stock of the Company or any of its Subsidiaries or Bylaws. No Subsidiary Neither the Company nor any of its Subsidiaries is in violation of any term judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its certification Subsidiaries, and neither the Company nor any of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights its Subsidiaries will conduct its business in violation of any outstanding series of its preferred stock or its bylaws (as amendedthe foregoing, if at all). (ii) The except in all cases for violations which would not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 2014During the one year prior to the First Amendment Effective Date, (Ai) the Common Stock has been listed or designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) , which has not been publicly disclosed. The Company and the each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary of its Subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company and or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have complied with and are not in default the effect of prohibiting or violation in materially impairing any respect business practice of the Company or any Lawof its Subsidiaries, policy any acquisition of property by the Company or guideline any of its Subsidiaries or the conduct of business by the Company or any Governmental Entity, of its Subsidiaries as currently conducted other than such defaults or violations thateffects, individually or in the aggregate, which have not had and would not reasonably be expected to result in have a Material Adverse Effect. To the Knowledge of the Company, neither Effect on the Company nor or any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectits Subsidiaries.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor any of its Subsidiaries is not in violation of any term of its Certificate of Incorporationor in default under Company’s Governing Documents, any certificate of designation, preferences or rights of any other outstanding series of its preferred stock of the Company or any of its BylawsSubsidiaries or bylaws or their organizational charter, certificate of formation, memorandum of association, articles of association, articles of incorporation or certificate of incorporation or bylaws, respectively. No Subsidiary Neither the Company nor any of its Subsidiaries is in violation of any term judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its certification Subsidiaries, and neither the Company nor any of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights its Subsidiaries will conduct its business in violation of any outstanding series of its preferred stock the foregoing, except in all cases for possible violations which would not, individually or its bylaws (as amendedin the aggregate, if at all). (ii) The reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Trading Market and and, except as disclosed in the SEC Reports, has no Knowledge knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of the Common Stock by the Principal Trading Market in the foreseeable future. Since September 30, 2014During the two years prior to the Effective Date, (Ai) the Common Stock has been listed or designated for quotation on the Principal Trading Market, (Bii) trading in the Common Stock has not been suspended by the SEC Commission or the Principal Trading Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC Commission or the Principal Trading Market regarding the suspension or delisting of the Common Stock from the Principal Trading Market. (iii) . The Company and the each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company and or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have complied with and are not in default the effect of prohibiting or violation in materially impairing any respect business practice of the Company or any Lawof its Subsidiaries, policy any acquisition of property by the Company or guideline any of its Subsidiaries or the conduct of business by the Company or any Governmental Entity, of its Subsidiaries as currently conducted other than such defaults or violations thateffects, individually or in the aggregate, which have not had and would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in have a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Company Neither Leading BioSciences nor any of the Leading BioSciences Subsidiaries is not in violation of any term of its or in default under the Leading BioSciences’ Certificate of Incorporation, the Leading BioSciences Bylaws, any certificate of designationdesignations, preferences or rights of any outstanding series of its preferred stock of Leading BioSciences or its Bylawsany of the Leading BioSciences Subsidiaries, or their organizational charter or memorandum of association or certificate of incorporation or articles of association or bylaws, respectively. No Subsidiary Neither Leading BioSciences nor any of the Leading BioSciences Subsidiaries is in violation of any term judgment, decree or order or any statute, ordinance, rule or regulation applicable to Leading BioSciences or any of the Leading BioSciences Subsidiaries, and neither Leading BioSciences nor any of the Leading BioSciences Subsidiaries will conduct its certification of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its bylaws (as amended, if at all). (ii) The Company is not business in violation in any material respect of any of the rulesforegoing, regulations except in all cases for possible violations which would not, individually or requirements of the Principal Market and has no Knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable futureaggregate, reasonably be expected to have a Leading BioSciences Material Adverse Effect. Since September 30, 2014, (A) the Common Stock has been listed on the Principal Market, (B) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (C) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) The Company Leading BioSciences and the Leading BioSciences Subsidiaries possess all certificates, authorizations and permits issued by the appropriate foreign, federal or state regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Leading BioSciences Material Adverse Effect, and neither the Company Leading BioSciences nor any such Leading BioSciences Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and Without limiting the Subsidiaries have complied with and are not generality of the foregoing, except as set forth in default or violation in any respect Schedule 3(l), Leading BioSciences has no knowledge of any Law, policy facts or guideline circumstances that would reasonably lead to delisting or suspension of any Governmental Entity, other than such defaults or violations that, individually or the Seneca Common Stock by the Nasdaq Capital Market (the "Principal Market") in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectforeseeable future.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor any of its Subsidiaries is not in violation of any term of or in default under its Certificate of IncorporationCharter, any certificate of designation, preferences or rights of any other outstanding series of its preferred stock of the Company or any of its BylawsSubsidiaries or Bylaws or their organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. No Subsidiary Neither the Company nor any of its Subsidiaries is in violation of any term judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its certification Subsidiaries, and neither the Company nor any of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights its Subsidiaries will conduct its business in violation of any outstanding series of its preferred stock the foregoing, except in all cases for possible violations which could not, individually or its bylaws (as amendedin the aggregate, if at all). (ii) The have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30January 1, 20142009, (Ai) the Common Stock has been listed or designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Company is not in violation of any term of Neither the Parent nor its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of or in default under its certification Articles of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bank charter (as Bylaws, respectively. Neither the case may be), Parent nor any certificate of designation, preferences or rights its Subsidiaries is in violation of any outstanding series judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Parent or its Subsidiaries, except for which an acceptance or consent has been obtained, and neither the Parent nor any of its preferred stock Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations that would not, individually or its bylaws (as amendedin the aggregate, if at all). (ii) The Company have a Material Adverse Effect. Without limiting the generality of the foregoing, the Parent is not in violation in any material respect of any of the rules, regulations or requirements of either of the Principal Market Markets and has no Knowledge knowledge of any facts or circumstances that would reasonably be expected to lead to delisting or suspension of the Common Stock Shares by either of the Principal Market Markets in the foreseeable future. Since September 30December 17, 20142003, (Ai) the Common Stock has Shares have been listed designated for quotation on the Principal MarketMarkets, (Bii) trading in the Common Stock Shares has not been suspended by the SEC SEC, the CSA or either of the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) Markets and (Ciii) the Company Parent has received no communication, written or oral, from the SEC SEC, the CSA or either of the Principal Market Markets regarding the suspension or delisting of the Common Stock Shares from the Principal Market. (iii) Markets. The Company Parent and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company Parent nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are Parent is a reporting issuer not in default or violation in any respect of any Lawrequirements under the applicable Canadian Securities Laws and eligible to use the Short Form Prospectus System, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge established under National Instrument 44-101 of the Company, neither CSA (the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect"POP System").

Conduct of Business; Regulatory Permits. (i) The Neither the Company is not in violation of any term of nor its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of its certification or in default under the Certificate of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bank charter (as bylaws, respectively. Neither the case may be), Company nor any certificate of designation, preferences or rights its Subsidiaries is in violation of any outstanding series judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, and neither the Company nor any of its preferred stock Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or its bylaws (as amendedin the aggregate, if at all). (ii) The have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30December 31, 20142006, (Ai) the Common Stock has been designated for quotation or listed on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor any of its Subsidiaries is not in violation of any term of or in default under its Certificate of IncorporationCharter, any certificate of designation, preferences or rights of any other outstanding series of its preferred stock of the Company or any of its BylawsSubsidiaries or Bylaws or their organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. No Subsidiary Except as disclosed in the SEC Documents, neither the Company nor any of its Subsidiaries is in violation of any term judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its certification Subsidiaries, and neither the Company nor any of incorporation its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which could not, individually or bank charter (in the aggregate, have a Material Adverse Effect. Except as the case may beset forth on Schedule 3(n), any certificate without limiting the generality of designationthe foregoing, preferences or rights of any outstanding series of its preferred stock or its bylaws (as amended, if at all). (ii) The the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September June 30, 20142011, (Ai) the Common Stock has been listed or designated for quotation on the Principal Market or the Nasdaq Global Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) except as disclosed in the SEC Documents, the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company is not in violation of any term of nor its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of its certification of incorporation or bank charter (as the case may be), in default under any certificate of designation, preferences or rights designations of any outstanding series of its preferred stock of the Company, the Certificate of Incorporation or Bylaws or their organizational charter or articles of incorporation or bylaws, respectively. Neither the Company nor any of its bylaws (as amendedSubsidiaries is in violation of any judgment, if at all). (ii) The decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 2014the date two years prior to the date of the Original Agreement, (Ai) the Common Stock has been designated for quotation or listed on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (ia) The Neither the Company is not in violation of nor any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of or in default under its certification of incorporation respective Organizational Documents. Neither the Company (including its predecessors) nor any Subsidiaries thereof (i) is, or bank charter (as the case may be)has been since June 30, any certificate of designation2022, preferences or rights in violation of any outstanding series of its preferred stock applicable Law or its bylaws (as amended, if at all). Order applicable thereto or (ii) The has received since June 30, 2022 a notification or communication from any Governmental Body asserting that it is not or has not been in compliance with any applicable Law or Order, except which could not reasonably be expected to result in a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in material violation in any material respect of any of the rules, regulations or requirements of the Principal Market Nasdaq Global Market, and has no Knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of trading the Common Stock by the Principal Market in the foreseeable futureNasdaq Global Market. Since September June 30, 20142022, (Ai) the Common Stock has been listed or designated for quotation on the Principal Nasdaq Global Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Nasdaq Global Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Nasdaq Global Market regarding the suspension or delisting of the Common Stock from the Principal Nasdaq Global Market. (iii) . The Company and the each of its Subsidiaries possess all licenses, certificates, authorizations and permits issued by the appropriate regulatory authorities Governmental Body necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conducted, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectbusinesses, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such license, certificate, authorization or permit. The Company , except to the extent that the failure to possess all such licenses, certificates, authorizations and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations thatpermits would not, individually or in the aggregate, would not reasonably be expected to result in have a Material Adverse Effect. To the Knowledge of the Company, neither There is no Contract or Order binding upon the Company nor or any of its Subsidiaries or to which the Company or any of its Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations thata party which, individually or in the aggregatetogether with any other Contract or Order, has had or would not reasonably be expected to result have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries. (b) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its Knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such registration. The Company has not, since June 30, 2022, received notice from the Nasdaq Global Market to the effect that the Company is not in a Material Adverse Effectcompliance with the listing or maintenance requirements of the Nasdaq Global Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. The Common Stock is currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.

Conduct of Business; Regulatory Permits. (ia) The Neither the Company is not in violation of nor any term of its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of its preferred stock or its Bylaws. No Subsidiary Subsidiaries is in violation of any term of or in default under the Group Companies Organizational Documents. Neither the Company (including its certification of incorporation predecessors) nor any Subsidiaries thereof (i) is, or bank charter (as the case may be)has been since January 1, any certificate of designation2018, preferences or rights in violation of any outstanding series of its preferred stock applicable Law or its bylaws (as amended, if at all). Order applicable thereto or (ii) The has received since January 1, 2018 a notification or communication from any Governmental Entity asserting that it is not or has not been in compliance with any applicable Law or Order, except which could not reasonably be expected to result in a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in material violation in any material respect of any of the rules, regulations or requirements of the Principal Market Nasdaq Global Market, and has no Knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of trading the Common Stock by the Principal Market in the foreseeable futureNasdaq Global Market. Since September 30January 1, 20142018, (Ai) the Common Stock has been listed or designated for quotation on the Principal Nasdaq Global Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Nasdaq Global Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Nasdaq Global Market regarding the suspension or delisting of the Common Stock from the Principal Nasdaq Global Market. (iii) . The Company and the each of its Subsidiaries possess all licenses, certificates, authorizations and permits issued by the appropriate regulatory authorities Governmental Entity necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conducted, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectbusinesses, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such license, certificate, authorization or permit. The Company , except to the extent that the failure to possess all such licenses, certificates, authorizations and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations thatpermits would not, individually or in the aggregate, would not reasonably be expected to result in have a Material Adverse Effect. To the Knowledge of the Company, neither There is no Contract or Order binding upon the Company nor or any of its Subsidiaries or to which the Company or any of its Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations thata party which, individually or in the aggregatetogether with any other Contract or Order, has had or would not reasonably be expected to result have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries. (b) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its Knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such registration. The Company has not, since January 1, 2021, received notice from the Nasdaq Global Market to the effect that the Company is not in a Material Adverse Effectcompliance with the listing or maintenance requirements of the Nasdaq Global Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. The Common Stock is currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor any of its Subsidiaries is not in violation of any term of or in default under its Certificate of IncorporationCharter, any certificate of designation, preferences or rights of any other outstanding series of its preferred stock of the Company or any of its BylawsSubsidiaries or Bylaws or their organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. No Subsidiary Neither the Company nor any of its Subsidiaries is in violation of any term judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its certification Subsidiaries, and neither the Company nor any of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights its Subsidiaries will conduct its business in violation of any outstanding series of its preferred stock the foregoing, except in all cases for possible violations which could not, individually or its bylaws (as amendedin the aggregate, if at all). (ii) The have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30December 31, 20142012, (Ai) the Common Stock has been listed or designated for quotation on the Principal Market, (Bii) trading in the Common Stock has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. (iii) . The Company and the each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company and the Subsidiaries have complied with and are not in default or violation in any respect of any Law, policy or guideline of any Governmental Entity, other than such defaults or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. (i) The Neither the Company nor any of its Subsidiaries is not in violation of any term of under its Certificate Articles of Incorporation, any certificate of designation, preferences or rights of any other outstanding series of its preferred stock of the Company or any of its BylawsSubsidiaries or Bylaws or their organizational charter, certificate of formation, memorandum of association, articles of association, Articles of Incorporation or certificate of incorporation or bylaws, respectively. No Subsidiary Neither the Company nor any of its Subsidiaries is in violation of any term judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its certification Subsidiaries, and neither the Company nor any of incorporation or bank charter (as the case may be), any certificate of designation, preferences or rights its Subsidiaries will conduct its business in violation of any outstanding series of its preferred stock the foregoing, except in all cases for violations which would not, individually or its bylaws (as amendedin the aggregate, if at all). (ii) The reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation in of any material respect of any of the rules, regulations or requirements of the Principal Market and has no Knowledge knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of trading of the Common Stock Shares by the Principal Market in the foreseeable future. Since September 30the consummation of its initial public offering on May 13, 20142024, (Ai) the Common Stock has Shares have been listed or designated for quotation on the Principal Market, (Bii) trading in the Common Stock Shares has not been suspended by the SEC or the Principal Market (other than pursuant to ordinary marketwide circuit breakers and excluding ordinary temporary suspensions in connection with announcements of material Company news) and (Ciii) except as publicly disclosed in filings with the SEC, the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock Shares from the Principal Market. (iii) , which has not been publicly disclosed. The Company and the each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary for them to own or lease their properties and assets and to conduct their respective businesses as presently conductedbusinesses, except where the failure to possess such certificates, authorizations or permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary of its Subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company and or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have complied with and are not in default the effect of prohibiting or violation in materially impairing any respect business practice of the Company or any Lawof its Subsidiaries, policy any acquisition of property by the Company or guideline any of its Subsidiaries or the conduct of business by the Company or any Governmental Entity, of its Subsidiaries as currently conducted other than such defaults or violations thateffects, individually or in the aggregate, which have not had and would not reasonably be expected to result in have a Material Adverse Effect. To the Knowledge of the Company, neither Effect on the Company nor or any of the Subsidiaries is under investigation with respect to, or has been threatened to be charged with or given notice of, any violation of any Law, policy or guideline of any Governmental Entity, other than such investigations or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectits Subsidiaries.