Common use of Governmental Authorizations Clause in Contracts

Governmental Authorizations. Part 3.8 of the Cellatope Disclosure Schedule identifies each Governmental Authorization that is held by Cellatope and is related to the Acquired Assets. Cellatope has delivered to Cypress accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited to be identified in Part 3.8 of the Cellatope Disclosure Schedule is valid and in full force and effect. Cellatope is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure Schedule. Cellatope has not received any written notice or other written communication (from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired Assets, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any such Governmental Authorization. The Governmental Authorizations identified in Part 3 8 of the Cellatope Disclosure Schedule constitute all of the Governmental Authorizations necessary to permit Cellatope to own and use the Acquired Assets in the manner in which they are currently owned or used.

Governmental Authorizations. Part 3.8 2.16 of the Cellatope Target Disclosure Schedule identifies identifies: (a) each Governmental Authorization that is held by Cellatope any Target Company; and is related (b) each other Governmental Authorization that, to the Acquired Assetsbest of the knowledge of the Shareholders, is held by any employee of any Target Company and relates to or is useful in connection with the business of the Target Company. Cellatope has The Shareholders have delivered to Cypress the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 2.16 of the Cellatope Target Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited required to be identified in Part 3.8 2.16 of the Cellatope Target Disclosure Schedule is valid and in full force and effect. Cellatope Except as set forth in Part 2.16 of the Target Disclosure Schedule: (i) the applicable Target Company is and has at all times been in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 2.16 of the Cellatope Target Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, ; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure by the applicable Target Company to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 2.16 of the Cellatope Target Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 2.16 of the Cellatope Target Disclosure Schedule. Cellatope ; (iii) no Target Company has not ever received any written notice or other written communication (from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.16 of the Target Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental AuthorizationAuthorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Governmental Authorizations identified in Part 3 8 2.16 of the Cellatope Target Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable each Target Company to conduct its business in the manner in which such business is currently being conducted, and (ii) to permit Cellatope each of the Target Companies to own and use the Acquired Assets its respective assets in the manner in which they are currently owned or and used.

Governmental Authorizations. Part 3.8 of (a) Except as would not reasonably be expected to be, individually or in the Cellatope Disclosure Schedule identifies each Governmental Authorization that is held by Cellatope and is related aggregate, material to the Acquired Assets. Cellatope has delivered Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, all Governmental Authorizations, and have made all filings required under applicable Laws, necessary to Cypress accurate and complete copies of enable the Acquired Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all of the such Governmental Authorizations identified in Part 3.8 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited to be identified in Part 3.8 of the Cellatope Disclosure Schedule is are valid and in full force and effecteffect or expired at a time when such Governmental Authorizations no longer were required and (iii) each Acquired Company is, and since January 1, 2018 has been, in compliance with the terms and requirements of such Governmental Authorizations. Cellatope Since January 1, 2018, none of the Acquired Companies has received any written notice or, to the Knowledge of the Company, other communication from any Governmental Authority regarding (i) any actual or alleged material violation of or material failure to comply with any term or requirement of any material Governmental Authorization or (ii) any actual or threatened revocation, withdrawal, suspension, cancellation or termination of any material Governmental Authorization. (b) Part 2.17(b) of the Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement or subsidy provided or made available to or for the benefit of any of the Acquired Companies by any Governmental Authority or otherwise, which is and has at in effect as of the date of this Agreement. Each of the Acquired Companies is in compliance in all times been in full compliance material respects with all of the terms and requirements of each Governmental Authorization grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Part 3.8 2.17(b) of the Cellatope Disclosure Schedule, except where the failure to the extent any such noncompliance could be in compliance would not reasonably be expected to have a be, individually or in the aggregate, material adverse effect on to the Acquired Assets Companies, taken as a whole. Neither the execution, delivery or on performance of this Agreement nor the rights or ability consummation of Cypress the Merger or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, no event has occurred, and no condition or circumstance exists, that might other Contemplated Transactions will (with or without notice or lapse of time) (A) constitute give any Person the right to revoke, withdraw, suspend, cancel, terminate or result directly modify any grant, incentive, tax reduction or indirectly in a violation of deferral arrangement or a failure to comply with any term or requirement of any Governmental Authorization subsidy identified or required to be identified in Part 3.8 2.17(b) of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure Schedule. Cellatope has not received any written notice or other written communication (from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired Assets, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any such Governmental Authorization. The Governmental Authorizations identified in Part 3 8 of the Cellatope Disclosure Schedule constitute all of the Governmental Authorizations necessary to permit Cellatope to own and use the Acquired Assets in the manner in which they are currently owned or used.

Governmental Authorizations. Part 3.8 2.16 of the Cellatope Seller Disclosure Schedule identifies identifies: (a) each Governmental Authorization that is held by Cellatope the Seller; and is related (b) each other Governmental Authorization that, to the Acquired Assetsbest of the knowledge of each of the Members and the Seller, is held by any employee of the Seller and relates to or is useful in connection with the business of the Seller. Cellatope has The Members and the Seller have delivered to Cypress the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 2.16 of the Cellatope Seller Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited required to be identified in Part 3.8 2.16 of the Cellatope Seller Disclosure Schedule is valid and in full force and effect. Cellatope Except as set forth in Part 2.16 of the Seller Disclosure Schedule: (i) the Seller is and has at all times been in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 2.16 of the Cellatope Seller Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, ; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure by the Seller to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 2.16 of the Cellatope Seller Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 2.16 of the Cellatope Seller Disclosure Schedule. Cellatope ; (iii) the Seller has not never received any written notice or other written communication (from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.16 of the Seller Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental AuthorizationAuthorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Governmental Authorizations identified in Part 3 8 2.16 of the Cellatope Seller Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct its business in the manner in which such business is currently being conducted, and (ii) to permit Cellatope the Seller to own and use the Acquired Assets its assets in the manner in which they are currently owned or and used.

Governmental Authorizations. Part 3.8 Except as set forth in Section 15 of the Cellatope Disclosure Schedule identifies each Governmental Authorization that is held by Cellatope and is related to the Acquired Assets. Cellatope has delivered to Cypress accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 of the Cellatope Disclosure Schedule, (i) there are no Governmental Authorizations that are held by, or on behalf of the Company or that otherwise relate to the business of, or to any of the assets owned or used by, the Company, including the Product or the Included Assets, and (ii) there are no other Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its business in the manner in which it currently conducts and operates such business, and to permit the Company to own and use its assets relating to the Product in the manner in which it currently owns and uses such assets. Section 3.15 of the Disclosure Schedule contains true, correct and complete list of all renewals thereof and all amendments theretomaterial Governmental Authorizations that are held by, or held on behalf of, the Company or that otherwise relate to the business of, or to any of the assets owned or used by the Company relating to the Product. Each Governmental Authorization identified listed or requited required to be identified listed in Part 3.8 Section 3.15 of the Cellatope Disclosure Schedule is valid and in full force and effecteffect and is not subject to any outstanding late filing fees or penalties. Cellatope is and has Except as set forth in Section 3.15 of the Disclosure Schedule: (a) Except as would not, either individually or in the aggregate, be reasonably likely to have Material Adverse Effect, to the Seller’s Knowledge, the Company, at all times been since the Company Acquisition Date, has been, in full compliance with all of the terms and requirements of each Governmental Authorization (including all authorizations from any Regulatory Authority) identified or required to be identified in Part 3.8 Section 3.15 of the Cellatope Disclosure Schedule; and (b) the Company has not received at any time since the Company Acquisition Date, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets written notice or on the rights or ability of Cypress other communication from any Governmental Authority (including all authorizations from any Regulatory Authority) or any of its Affiliates to own other Person regarding (i) any actual or use the Acquired Assets after Closing. To Cellatope’s knowledgealleged violation of, no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with with, any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure Schedule(including all authorizations from any Regulatory Authority), or (Bii) result directly any actual or indirectly in the proposed revocation, withdrawal, suspension, cancellation, termination of, or modification in any material respect of to any Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure Schedule. Cellatope has not received any written notice or other written communication (including all authorizations from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired Assets, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any such Governmental Authorization. The Governmental Authorizations identified in Part 3 8 of the Cellatope Disclosure Schedule constitute all of the Governmental Authorizations necessary to permit Cellatope to own and use the Acquired Assets in the manner in which they are currently owned or usedRegulatory Authority).

Governmental Authorizations. Part 3.8 2.4 of the Cellatope Disclosure Schedule identifies identifies: each Governmental Authorization that is held by Cellatope and Hardy that relates to or is related to useful in connection with the Acquired Assetsbusiness of the Sellers. Cellatope Hardy has delivered to Cypress the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 2.4 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited required to be identified in Part 3.8 2.4 of the Cellatope Disclosure Schedule is valid and in full force and effect. Cellatope Except as set forth in Part 2.4 of the Disclosure Schedule: (i) Hardy is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 2.4 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, ; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 2.4 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 2.4 of the Cellatope Disclosure Schedule. Cellatope ; (iii) Hardy has not never received any written notice or other written communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.4 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental AuthorizationAuthorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Governmental Authorizations identified in Part 3 8 2.4 of the Cellatope Disclosure Schedule constitute all of the Governmental Authorizations necessary to permit Cellatope Hardy to own and use the Acquired Assets his assets in the manner in which they are currently owned or and used and in the manner in which they are proposed to be owned and used.

Governmental Authorizations. Part 3.8 2.13 of the Cellatope Disclosure Schedule identifies identifies: (a) each Governmental Authorization that is held by Cellatope the Seller; and is related (b) each other Governmental Authorization that, to the Acquired Assetsbest of the Parent’s, Principal Shareholder’s and the Seller’s knowledge, is held by any employee of the Seller and relates to or is useful in connection with the business of the Seller. Cellatope has The Parent, Principal Shareholder and the Seller have delivered to Cypress the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 2.13 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited required to be identified in Part 3.8 2.13 of the Cellatope Disclosure Schedule is valid and in full force and effect. Cellatope Except as set forth in Part 2.13 of the Disclosure Schedule: (i) the Seller is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 2.13 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, ; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 2.13 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 2.13 of the Cellatope Disclosure Schedule. Cellatope ; (iii) the Seller has not never received any written notice or other written communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.13 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental AuthorizationAuthorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The To the best of the Parent’s and the Seller’s Knowledge, the Governmental Authorizations identified in Part 3 8 2.13 of the Cellatope Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct its business in the manner in which such business is currently being conducted and in the manner in which such business is proposed to be conducted, and (ii) to permit Cellatope the Seller to own and use the Acquired Assets its assets in the manner in which they are currently owned or and used and in the manner in which they are proposed to be owned and used.

Governmental Authorizations. Part 3.8 4.9 of the Cellatope Disclosure Schedule identifies each Governmental Authorization that is held by Cellatope each Blocker Entity, and is related Blocker has Made Available to the Acquired Assets. Cellatope has delivered to Cypress Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 4.9 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each The Governmental Authorization identified or requited to be Authorizations identified in Part 3.8 4.9 of the Cellatope Disclosure Schedule is are valid and in full force and effect, and the Governmental Authorizations identified in Part 4.9 of the Disclosure Schedule collectively constitute all Governmental Authorizations necessary to enable the Blocker Entities to conduct their business in the manner in which such business is currently being conducted and currently planned by the Blocker Entities to be conducted in accordance with all applicable Legal Requirements. Cellatope is Each Blocker Entity is, and has at all times been been, in full compliance compliance, in all material respects, with all of the terms and requirements of each the respective Governmental Authorization identified or required to be Authorizations identified in Part 3.8 4.9 of the Cellatope Disclosure Schedule. No event has occurred that, except to the extent any such noncompliance could not with notice or lapse of time or both, would reasonably be expected to have constitute a material adverse effect on the Acquired Assets default or on the rights or ability violation of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledgeterm, no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement provision of any such Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure ScheduleAuthorization. Cellatope No Blocker Entity has not ever received any written notice or other written communication (or, to the Knowledge of Blocker, any oral notice or other oral communication from any Governmental Body or any other Person regarding (Ax) any actual, alleged, actual or possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (By) any actual, proposed, actual or possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any such Governmental Authorization or (z) any failure to obtain or receive any Governmental Authorization. The Each Blocker Entity has filed all applications that are required to have been filed for the obtaining, renewal or upkeep of any Governmental Authorizations identified Authorization on a timely basis, or with appropriate extensions, each with the appropriate Governmental Body and all fees or other amounts required to be paid in Part 3 8 connection therewith have been paid to the appropriate Governmental Body. Each Blocker Entity has filed with the appropriate Governmental Bodies, all material reports, statements, documents, registrations, waivers, filings or submissions required to be filed by it. Each of the Cellatope Disclosure Schedule constitute all of the such reports, statements, documents, registrations, waivers, filings and submissions complied with applicable Legal Requirements, and no deficiencies have been asserted by any Governmental Authorizations necessary Body with respect to permit Cellatope to own and use the Acquired Assets in the manner in which they are currently owned such reports, statements, documents, registrations, waivers, filings or usedsubmissions that have not been cured.

Governmental Authorizations. Part 3.8 2.15 of the Cellatope Seller Disclosure Schedule identifies identifies: (a) each Governmental Authorization that is held by Cellatope the Seller (other than any patents); and is related (b) each other Governmental Authorization that, to the Acquired Assetsbest of the knowledge of the Seller, is held by any employee of the Seller and was used by such employee in the course of such employee’s employment with the Seller or the use of the Assets by the Seller. Cellatope The Seller has delivered or made available to Cypress the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 2.15 of the Cellatope Seller Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited required to be identified in Part 3.8 2.15 of the Cellatope Seller Disclosure Schedule is valid and in full force and effect. Cellatope The Seller is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 2.15 of the Cellatope Seller Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, no No event has occurred, and no condition or circumstance exists, that might could reasonably be expected to (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 2.15 of the Cellatope Seller Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 2.15 of the Cellatope Seller Disclosure Schedule. Cellatope The Seller has not never received any written notice or other written communication (in writing or, to the best of the knowledge of the Seller, otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.15 of the Seller Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental AuthorizationAuthorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Governmental Authorizations identified in Part 3 8 2.15 of the Cellatope Seller Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct its business in the manner in which such business was conducted, and (ii) to permit Cellatope the Seller to own and use the Acquired Assets in the manner in which they are currently owned or and used.

Governmental Authorizations. Part 3.8 Exhibit 3.17 attached --------------------------- hereto contains a complete and accurate list of the Cellatope Disclosure Schedule identifies each material Governmental Authorization that is held by Cellatope the Company and is related to the Acquired AssetsSubsidiaries. Cellatope has delivered to Cypress accurate and complete copies To the Knowledge of all of the Governmental Authorizations identified in Part 3.8 of the Cellatope Disclosure ScheduleCodina, including all renewals thereof and all amendments thereto. Each each Governmental Authorization identified listed or requited required to be identified in Part 3.8 of the Cellatope Disclosure Schedule listed on Exhibit 3.17 is valid and in full force and effect. Cellatope is To the Knowledge of Codina, the Company is, and has at all times since January 1, 1995, has been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after ClosingExhibit 3.17 attached hereto. To Cellatope’s knowledge, the Knowledge of Codina no event has occurred, and no condition occurred or circumstance exists, exists that might may (with or without notice or lapse of timetime or both) (A) constitute or result directly or indirectly in a material violation of or a failure to comply with any term or requirement of any Governmental Authorization identified listed or required to be identified in Part 3.8 of the Cellatope Disclosure Schedulelisted on Exhibit 3.17, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, cancellation or termination of or any modification in any material respect of to any Governmental Authorization identified listed or required to be identified in Part 3.8 of listed on Exhibit 3.17. Neither the Cellatope Disclosure Schedule. Cellatope Company nor any Subsidiary has not received received, at any written time since January 1, 1995, any notice or other written communication (from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification in to any material respect of any such Governmental Authorization. The All applications required to have been filed for the renewal of the Governmental Authorizations identified in Part 3 8 listed or require to be listed on Exhibit 3.17 have been duly filed on a timely basis with the appropriate Governmental Bodies and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. To the Knowledge of Codina, the Cellatope Disclosure Schedule Governmental Authorizations listed on Exhibit 3.17 collectively constitute all of the material Governmental Authorizations necessary to permit Cellatope the Company and the Subsidiaries to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Company and the Subsidiaries to own and use the Acquired Assets their respective assets in the manner in which they are currently owned or usedown and use such assets.

Governmental Authorizations. Part 3.8 2.16 of the Cellatope Disclosure Schedule identifies identifies: (a) each material Governmental Authorization that is held by Cellatope the Seller; and (b) each other Governmental Authorization that, to the Knowledge of the Seller, is held by any employee of the Seller and is related to used by Seller in connection with the Acquired Assetsbusiness of the Seller. Cellatope The Seller has delivered to Cypress the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 2.16 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited required to be identified in Part 3.8 2.16 of the Cellatope Disclosure Schedule is valid and in full force and effect. Cellatope The Seller is and has at all times been in full material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 2.16 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, no No event has occurred, and no condition or circumstance exists, that might is reasonably likely to (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 2.16 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 2.16 of the Cellatope Disclosure Schedule. Cellatope The Seller has not never received any written notice or other written communication (in writing or otherwise) from any Governmental Body or any other Person regarding (AI) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (BII) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any such Governmental Authorization. The All applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 3 8 2.16 of the Cellatope Disclosure Schedule constitute have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Seller has all of the Governmental Authorizations necessary (Y) to enable the Seller to conduct its business in the manner in which such business is currently being conducted by the Seller and (Z) to permit Cellatope the Seller to own and use the Acquired Assets its assets in the manner in which they are currently being owned or usedand used by the Seller.

Governmental Authorizations. Part 3.8 2.11 of the Cellatope Disclosure Schedule identifies identifies: (a) each Governmental Authorization that is held by Cellatope the Seller; and is related (b) each other Governmental Authorization that, to the Acquired Assetsbest of the knowledge of the Seller and Managing Member, is held by any employee of the Seller and relates to or is useful in connection with the business of the Seller. Cellatope The Managing Member and the Seller has delivered to Cypress the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 2.11 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited required to be identified in Part 3.8 2.11 of the Cellatope Disclosure Schedule is valid and in full force and effect. Cellatope Except as set forth in Part 2.11 of the Disclosure Schedule, to the best knowledge of Seller: (i) the Seller is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 2.11 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, ; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 2.11 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 2.11 of the Cellatope Disclosure Schedule. Cellatope ; (iii) the Seller has not never received any written notice or other written communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental AuthorizationAuthorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Governmental Authorizations identified in Part 3 8 2.11 of the Cellatope Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct its business in the manner in which such business is currently being conducted, and (ii) to permit Cellatope the Seller to own and use the Acquired Assets its assets in the manner in which they are currently owned or and used.

Governmental Authorizations. Part 3.8 Exhibit 3.17 attached hereto contains a complete and accurate list of the Cellatope Disclosure Schedule identifies each Governmental Authorization that is held by Cellatope and is related to the Acquired Assets. Cellatope has delivered to Cypress accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments theretoCompanies. Each Governmental Authorization identified listed or requited required to be identified in Part 3.8 of the Cellatope Disclosure Schedule listed on Exhibit 3.17 is valid and in full force and effect. Cellatope is Each of the Companies is, and has at all times since January 1, 1995, has been in full Material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after ClosingExhibit 3.17 attached hereto. To Cellatope’s knowledge, no No event has occurred, and no condition occurred or circumstance exists, exists that might may (with or without notice or lapse of timetime or both) (A) constitute or result directly or indirectly in a Material violation of or a failure to comply with any term or requirement of any Governmental Authorization identified listed or required to be identified in Part 3.8 of the Cellatope Disclosure Schedulelisted on Exhibit 3.17, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, cancellation or termination of or any modification in any material respect of to any Governmental Authorization identified listed or required to be identified in Part 3.8 listed on Exhibit 3.17. None of the Cellatope Disclosure Schedule. Cellatope Companies has not received received, at any written time since January 1, 1995, any notice or other written communication (from any Governmental Body or any other written Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification in to any material Governmental Authorization. All applications required to have been filed for the renewal of the Governmental Authorizations listed or require to be listed on Exhibit 3.17 have been duly filed on a timely basis with the appropriate Governmental Bodies and all other filings required to have been made with respect of any to such Governmental AuthorizationAuthorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations identified in Part 3 8 of the Cellatope Disclosure Schedule listed on Exhibit 3.17 collectively constitute all of the Material Governmental Authorizations necessary to permit Cellatope each of the Companies to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit each of the Companies to own and use the Acquired Assets its assets in the manner in which they are it currently owned or usedowns and uses such assets.

Governmental Authorizations. Part 3.8 2.11 of the Cellatope Disclosure Schedule identifies identifies: (a) each Governmental Authorization that is held by Cellatope the Seller or a Seller Subsidiary; and (b) each other Governmental Authorization that is related held by any employee of the Seller and relates to or is used in connection with the Business. The Seller Parties have delivered to the Acquired Assets. Cellatope has delivered to Cypress Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 2.11 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited required to be identified in Part 3.8 2.11 of the Cellatope Disclosure Schedule is valid and in full force and effect. Cellatope is Except as set forth in Part 2.11 of the Disclosure Schedule: (i) the Seller and has Seller Subsidiaries are and have at all times since January 1, 2017 been in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 2.11 of the Cellatope Disclosure Schedule; (ii) since January 1, except to 2017, the extent any such noncompliance could not reasonably be expected to Seller and Seller Subsidiaries have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure Schedule. Cellatope has not received any written notice or other written communication (from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (B) any actual, proposedalleged, possible or potential revocation, withdrawal, suspension, cancellation, termination or material modification in any material respect of any Governmental Authorization; and (iii) since January 1, 2017, all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental AuthorizationAuthorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Governmental Authorizations identified in Part 3 8 2.11 of the Cellatope Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller and Seller Subsidiaries to conduct the Business in the manner in which the Business is currently being conducted, and (ii) to permit Cellatope the Seller and Seller Subsidiaries to own and use the Acquired Purchased Assets in the manner in which they are currently owned or and used.

Governmental Authorizations. (a) Part 3.8 4.13(a) of the Cellatope Aprion Disclosure Schedule identifies each material Governmental Authorization that is held by Cellatope Aprion or its subsidiaries, and is related to the Acquired Assets. Cellatope Aprion has delivered to Cypress Seller accurate and complete copies of all Governmental Authorizations identified in Part 4.13(a) of the Aprion Disclosure Schedule. The Governmental Authorizations identified in Part 4.13(a) of the Aprion Disclosure Schedule are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary to enable Aprion to conduct its business in the manner in which it is currently being conducted except for such Governmental Authorizations which Aprion’s (or its subsidiaries) failure to obtain has not had a Material Adverse Effect on Aprion. Aprion (including its subsidiaries) is, and at all times has been, in compliance in all material respects with the terms and requirements of the Governmental Authorizations identified in Part 3.8 4.13(a) of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited to be identified in Part 3.8 of the Cellatope Disclosure Schedule is valid and in full force and effect. Cellatope is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Aprion Disclosure Schedule. Cellatope Aprion has not received any written notice or other written communication (from any Governmental Body or any other Person regarding (Aa) any actual, alleged, actual or possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (Bb) any actual, proposed, actual or possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any such Governmental Authorization. (b) Part 4.13(b) of the Aprion Disclosure Schedule provides a complete list of all pending and outstanding grants, incentives and subsidies from the Government of the State of Israel or any agency thereof, or from any other Governmental Body, granted to Aprion or its subsidiaries, including, without limitation, (i) Approved Enterprise status from the Investment Center and (ii) grants from the OCS (collectively, “Aprion Grants”). The Governmental Authorizations identified Aprion has made available to Seller, prior to the date hereof, complete and correct copies of all documents evidencing the Aprion Grants and of all letters of approval, and supplements thereto, granted to Aprion in connection therewith. Part 4.13(b) of the Aprion Disclosure Schedule details the aggregate amounts of each Aprion Grant, and the aggregate outstanding obligations thereunder of Aprion with respect to royalties, and the outstanding amounts paid or to be paid by the OCS to Aprion (and by Aprion to the OCS) and the composition of such obligations or amount by the product or product family to which it relates. Aprion (including its subsidiaries) is in compliance, in all material respects, with the terms and conditions of the Aprion Grants and, except as disclosed in Part 3 8 4.13(b) of the Cellatope Aprion Disclosure Schedule constitute hereto, has duly fulfilled, in all of the Governmental Authorizations necessary to permit Cellatope to own and use the Acquired Assets in the manner in which they are currently owned or usedmaterial respects, all undertakings relating thereto.

Governmental Authorizations. Part 3.8 2.14 of the Cellatope Disclosure Schedule identifies each Governmental Authorization that is held by Cellatope and is related the Seller applicable to the Acquired AssetsBusiness. Cellatope The Seller has delivered to Cypress the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 2.14 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited required to be identified in Part 3.8 2.14 of the Cellatope Disclosure Schedule is valid and in full force and effect. Cellatope Except as set forth in Part 2.14 of the Disclosure Schedule: (i) the Seller is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 2.14 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, ; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 2.14 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 2.14 of the Cellatope Disclosure Schedule. Cellatope ; (iii) the Seller has not never received any written notice or other written communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.14 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental AuthorizationAuthorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Governmental Authorizations identified in Part 3 8 2.14 of the Cellatope Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct the Acquired Business in the manner in which such business is currently being conducted and in the manner in which such business is proposed to be conducted, and (ii) to permit Cellatope the Seller to own and use the Acquired Assets in the manner in which they are currently owned or and used and in the manner in which they are proposed to be owned and used.

Governmental Authorizations. Part 3.8 2.11 of the Cellatope Disclosure Schedule identifies identifies: (a) each Governmental Authorization that is held by Cellatope the Seller; and is related (b) each other Governmental Authorization that, to the Acquired Assetsbest of the knowledge of the Seller and Shareholder is held by any employee of the Seller and relates to or is useful in connection with the business of the Seller. Cellatope The Shareholder and the Seller has delivered to Cypress the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 2.11 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited required to be identified in Part 3.8 2.11 of the Cellatope Disclosure Schedule is valid and in full force and effect. Cellatope Except as set forth in Part 2.11 of the Disclosure Schedule, to the best knowledge of Seller: (i) the Seller is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 2.11 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, ; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 2.11 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 2.11 of the Cellatope Disclosure Schedule. Cellatope ; (iii) the Seller has not never received any written notice or other written communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental AuthorizationAuthorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Governmental Authorizations identified in Part 3 8 2.11 of the Cellatope Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct its business in the manner in which such business is currently being conducted, and (ii) to permit Cellatope the Seller to own and use the Acquired Assets its assets in the manner in which they are currently owned or and used.

Governmental Authorizations. Part 3.8 2.16 of the Cellatope Disclosure Schedule identifies each material Governmental Authorization that is held by Cellatope the Seller or any employee of Seller and is related relates primarily to the Acquired AssetsDialog Server Product Business. Cellatope The Seller has delivered to Cypress the Purchaser accurate and complete copies of all of the material Governmental Authorizations identified in Part 3.8 2.16 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each material Governmental Authorization identified or requited required to be identified in Part 3.8 2.16 of the Cellatope Disclosure Schedule is valid and in full force and effect. Cellatope The Seller is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 2.16 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, no No event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation of or a material failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 2.16 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 2.16 of the Cellatope Disclosure Schedule. Cellatope The Seller has not never received any written notice or other written communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired Assets, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization in connection with the Dialog Server Product Business. All applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.16 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental AuthorizationAuthorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Governmental Authorizations identified in Part 3 8 2.16 of the Cellatope Disclosure Schedule constitute all of the material Governmental Authorizations necessary (i) to enable the Seller to conduct the Dialog Server Product Business as conducted by Seller immediately prior to Closing, and (ii) to permit Cellatope the Seller to own and use the Acquired Assets in the manner in which they are currently have been owned or usedand used immediately prior to Closing.

Governmental Authorizations. Part 3.8 2.4 of the Cellatope Disclosure Schedule identifies each Governmental Authorization held by the Seller that is held by Cellatope and is related to necessary for the Acquired use of the Assets. Cellatope The Seller has delivered to Cypress the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 2.4 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited required to be identified in Part 3.8 2.4 of the Cellatope Disclosure Schedule is valid and in full force and effect. Cellatope Except as set forth in Part 2.4 of the Disclosure Schedule: (i) the Seller is and has at all times been in full compliance with all of the terms and requirements of each such Governmental Authorization identified or required to be identified in Part 3.8 2.4 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, ; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any such Governmental Authorization identified or required to be identified in Part 3.8 2.4 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any such Governmental Authorization identified or required to be identified in Part 3.8 2.4 of the Cellatope Disclosure Schedule. Cellatope ; (iii) the Seller has not never received any written notice or other written communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any such Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any such Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.4 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Governmental Authorizations identified in Part 3 8 2.4 of the Cellatope Disclosure Schedule constitute all of the Governmental Authorizations necessary to permit Cellatope the Seller to own and use the Acquired Assets in the manner in which they are currently owned or and used and in the manner in which they are proposed to be owned and used.

Governmental Authorizations. Part 3.8 of the Cellatope Disclosure Schedule identifies each Governmental Authorization that is held by Cellatope and is related (a) Except as will not at any time be deemed to have a Material Adverse Effect on the Acquired Assets. Cellatope has delivered to Cypress accurate and complete copies of Corporations, the Acquired Corporations hold all of the Governmental Authorizations identified necessary to enable the Acquired Corporations to conduct their respective businesses substantially in Part 3.8 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments theretomanner in which such businesses are currently being conducted. Each All such Governmental Authorization identified or requited to be identified in Part 3.8 of the Cellatope Disclosure Schedule is Authorizations are valid and in full force and effecteffect and have been identified in Part 2.13(a) of the Company Disclosure Schedule. Cellatope The Company has delivered to Parent complete and accurate copies of all such Governmental Authorizations. Each Acquired Corporation is and has at all times been in full substantial compliance with all of the terms and requirements of each such Governmental Authorization identified or required to be identified in Part 3.8 Authorizations. Since the Audited Balance Sheet Date, none of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, no event Corporations has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure Schedule. Cellatope has not received any written or, to the Company's Knowledge, unwritten notice or other written communication (from any Governmental Body or any other Person regarding alleging (Aa) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (Bb) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any such Governmental Authorization. The Except as will not at any time be deemed to have a Material Adverse Effect on the Acquired Corporations, no Governmental Authorizations Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its products or services. (b) Part 2.13(b) of the Company Disclosure Schedule describes the terms of each grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any U.S. or foreign Governmental Body. Each of the Acquired Corporations is in full compliance with all of the terms and requirements of each grant, incentive and subsidy identified or required to be identified in Part 3 8 2.13(b) of the Cellatope Company Disclosure Schedule constitute all Schedule. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Governmental Authorizations necessary Merger or any of the other transactions contemplated by this Agreement, will (with or without notice or lapse of time) give any Person the right to permit Cellatope revoke, withdraw, suspend, cancel, terminate or modify, any grant, incentive or subsidy identified or required to own and use be identified in Part 2.13(b) of the Acquired Assets in the manner in which they are currently owned or usedCompany Disclosure Schedule.

Governmental Authorizations. Part 3.8 2.13 of the Cellatope Seller Disclosure Schedule identifies identifies: each Governmental Authorization that is held by Cellatope the Seller and is related to the conduct of the Acquired AssetsBusiness. Cellatope The Seller has delivered to Cypress the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 2.13 of the Cellatope Seller Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited required to be identified in Part 3.8 2.13 of the Cellatope Seller Disclosure Schedule is valid and in full force and effect. Cellatope The Seller is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 2.13 of the Cellatope Seller Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to (1) have a material adverse effect Material Adverse Effect on the Acquired Assets Seller or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing(2) result in an Assumed Liability. To Cellatope’s knowledgethe Knowledge of the Seller, no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 2.13 of the Cellatope Seller Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 2.13 of the Cellatope Seller Disclosure Schedule. Cellatope The Seller has not received any written notice or other written communication (from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsBusiness, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any such Governmental AuthorizationAuthorization primarily related to the Acquired Business. The Governmental Authorizations identified in Part 3 8 2.13 of the Cellatope Seller Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct the Acquired Business in the manner in which such business is currently being conducted, and (ii) to permit Cellatope the Seller to own and use the assets related to the Acquired Assets Business in the manner in which they are currently owned or used.

Governmental Authorizations. (a) Part 3.8 3.16 of the Cellatope Disclosure Schedule identifies identifies: (i) each Governmental Authorization that is held by Cellatope and is related Exousia; and (ii) each other Governmental Authorization that, to the Acquired AssetsKnowledge of Exousia and the Selling Shareholders, is held by any of Exousia's employees is necessary in connection with Exousia's business. Cellatope Exousia has delivered to Cypress CYLW accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 3.16 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited required to be identified in Part 3.8 3.16 of the Cellatope Disclosure Schedule is valid and in full force and effect. Cellatope is . (b) Except as set forth in Part 3.16 of the Disclosure Schedule: (i) Exousia and has its employees are and have at all times been been, in full material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 3.16 of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, ; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any material term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 3.16 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 3.16 of the Cellatope Disclosure Schedule. Cellatope ; (iii) Exousia has not received never received, and, to the Knowledge of Exousia, no employee of Exousia has ever received, any written notice or other written communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 3.16 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorization. Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. (c) The Governmental Authorizations identified in Part 3 8 3.16 of the Cellatope Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable Exousia to conduct its business in the manner in which its business is currently being conducted, and (ii) to permit Cellatope Exousia to own and use the Acquired Assets its assets in the manner in which they are currently owned or and used.

Governmental Authorizations. Part 3.8 2.13 of the Cellatope Disclosure Schedule identifies each Governmental Authorization that is held by Cellatope each Acquired Company, and is related the Company has Made Available to the Acquired Assets. Cellatope has delivered to Cypress Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 3.8 2.13 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each The Governmental Authorization identified or requited to be Authorizations identified in Part 3.8 2.13 of the Cellatope Disclosure Schedule is are valid and in full force and effect, and the Governmental Authorizations identified in Part 2.13 of the Disclosure Schedule that are not Spin-Off Assets collectively constitute all Governmental Authorizations necessary to enable the Company, 340B OpCo and PHSS to conduct the Retained Business in the manner in which such business is currently being conducted and currently planned by the Acquired Companies to be conducted in accordance with all applicable Legal Requirements. Cellatope is Each Acquired Company is, and has at all times been been, in full compliance compliance, in all material respects, with all of the terms and requirements of each the respective Governmental Authorization identified or required to be Authorizations identified in Part 3.8 2.13 of the Cellatope Disclosure Schedule. No event has occurred that, except to the extent any such noncompliance could not with notice or lapse of time or both, would reasonably be expected to have constitute a material adverse effect on the Acquired Assets default or on the rights or ability violation of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledgeterm, no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement provision of any such Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure ScheduleAuthorization. Cellatope No Acquired Company has not ever received any written notice or other written communication (or, to the Knowledge of the Company, any oral notice or other oral communication from any Governmental Body or any other Person regarding (Ax) any actual, alleged, actual or possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (By) any actual, proposed, actual or possible or potential revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any such Governmental Authorization or (z) any failure to obtain or receive any Governmental Authorization. The Governmental Authorizations identified in Part 3 8 None of the Cellatope Disclosure Schedule constitute Company IP or any Company Product is subject to import or export licensing requirements. Each Acquired Company has filed all applications that are required to have been filed for the obtaining, renewal or upkeep of any Governmental Authorization on a timely basis, or with appropriate extensions, each with the appropriate Governmental Authorizations necessary Body and all fees or other amounts required to permit Cellatope be paid in connection therewith have been paid to own the appropriate Governmental Body. Each Acquired Company has filed with the appropriate Governmental Bodies, all material reports, statements, documents, registrations, waivers, filings or submissions required to be filed by it. Each of such reports, statements, documents, registrations, waivers, filings and use the Acquired Assets in the manner in which they are currently owned submissions complied with applicable Legal Requirements, and no deficiencies have been asserted by any Governmental Body with respect to such reports, statements, documents, registrations, waivers, filings or usedsubmissions that have not been cured.

Governmental Authorizations. Part 3.8 (a) The Acquired Corporations hold all Governmental Authorizations necessary to enable the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted. None of the Cellatope Disclosure Schedule identifies each Acquired Corporations has suffered a suspension or revocation or imposition of penalties or fines with respect to any Governmental Authorization that held under any Gaming Laws. There is held by Cellatope and is related no event which, to the Acquired AssetsCompany’s knowledge, would reasonably be likely to result in the revocation, withdrawal, suspension, reconsideration, cancellation, non-renewal, termination or adverse modification of any such Governmental Authorization, except for any such event that would not reasonably be likely to have a Company Material Adverse Effect. Cellatope has delivered to Cypress accurate and complete copies of all of the All such Governmental Authorizations identified in Part 3.8 of the Cellatope Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or requited to be identified in Part 3.8 of the Cellatope Disclosure Schedule is are valid and in full force and effect. Cellatope is Each Acquired Corporation is, and has at all times been since January 1, 2002 has been, in full compliance in all material respects with all of the terms and requirements of each such Governmental Authorization identified or required to be identified in Part 3.8 Authorizations. Since January 1, 2002, none of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, no event Corporations has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification in any material respect of any Governmental Authorization identified or required to be identified in Part 3.8 of the Cellatope Disclosure Schedule. Cellatope has not received any written claim, complaint, order, notice or other written communication (from any Governmental Body or any other Person regarding regarding: (Ai) any actual, alleged, actual or possible or potential violation of or failure to comply with any term or requirement of any material Governmental Authorization primarily related to the Acquired Assets, Authorization; or (Bii) any actual, proposed, actual or possible or potential revocation, withdrawal, suspension, non-renewal reconsideration, imposition of penalties or fines under, imposition of additional conditions or requirements under, cancellation, termination or modification in of any material respect of any such Governmental Authorization. The No Governmental Authorizations Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any product or service. (b) Part 2.15(b) of the Disclosure Schedule accurately and completely describes the terms of each grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any U.S. or foreign Governmental Body or otherwise. Each of the Acquired Corporations is in compliance in all material respects with all of the terms and requirements of each grant, incentive and subsidy identified or required to be identified in Part 3 8 2.15(b) of the Cellatope Disclosure Schedule constitute all Schedule. Neither the execution, delivery or performance of this Agreement, nor the consummation of Merger I or any of the Governmental Authorizations necessary other Contemplated Transactions, will (with or without notice or lapse of time) give any Person the right to permit Cellatope revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to own and use be identified in Part 2.15(b) of the Acquired Assets in the manner in which they are currently owned or usedDisclosure Schedule.

Governmental Authorizations. (a) Part 3.8 3.22(a) of the Cellatope Disclosure Schedule identifies contains a complete and accurate list of each Governmental Authorization that is held by Cellatope and is related the Company or that otherwise relates to the Acquired Assets. Cellatope has delivered business of, or to Cypress accurate and complete copies of all any of the Governmental Authorizations identified in Part 3.8 of assets owned or used by, the Cellatope Disclosure Schedule, including all renewals thereof and all amendments theretoCompany. Each Governmental Authorization identified listed or requited required to be identified listed in Part 3.8 3.22(a) of the Cellatope Disclosure Schedule is valid and in full force and effect. Cellatope is and has at . (b) Except as set forth in Part 3.22(b) of the Disclosure Schedule: (i) The Company’s current operations comply in all times been in full compliance material respects with all of the applicable terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.8 3.22(b) of the Cellatope Disclosure Schedule, except to the extent any such noncompliance could not reasonably be expected to have a material adverse effect on the Acquired Assets or on the rights or ability of Cypress or any of its Affiliates to own or use the Acquired Assets after Closing. To Cellatope’s knowledge, no ; (ii) No event has occurred, and no condition or circumstance exists, occurred that might would be reasonably likely to (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation of or a failure to materially comply with any term or requirement of any Governmental Authorization identified listed or required to be identified listed in Part 3.8 3.22(b) of the Cellatope Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification in any material respect of to, any Governmental Authorization identified listed or required to be identified listed in Part 3.8 3.22(b) of the Cellatope Disclosure Schedule. Cellatope ; (iii) The Company has not received any written notice or other written communication (whether oral or written) from any Governmental Body or any other Person with appropriate standing regarding (A) any actual, alleged, possible possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization primarily related to the Acquired AssetsAuthorization, or (B) any actual, proposed, possible possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; (iv) All applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in any material Part 3.22(b) of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect of any to such Governmental Authorization. Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies; and (v) The Governmental Authorizations identified listed in Part 3 8 3.22(b) of the Cellatope Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit Cellatope the Company to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Company to own and use the Acquired Assets its assets in the manner in which they are it currently owned or usedown and use such assets.