Common use of No Conflicts with Sanctions Laws Clause in Contracts

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any agent, affiliate, or other person acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory (each, a “Sanctioned Territory”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the inception of the Company, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person or with any Sanctioned Territory.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any agent, affiliate, or other person acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan and Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory Country in each case, in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the inception of the Company, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither None of the Company Company, Evolent Health or the Company’s other subsidiaries, nor any director or officer of its the Company, Evolent Health or the Company’s other subsidiaries, directors, officers or employees, nor, to the knowledge of the CompanyCompany or Evolent Health, any employee, agent, affiliate, affiliate or other person associated with or acting on behalf of the Company Company, Evolent Health or any of its subsidiaries the Company’s other subsidiaries, is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Her Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company Company, Evolent Health, or any of its subsidiaries the Company’s other subsidiaries, located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria, Libya and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions Crimea Region of Ukraine, that broadly prohibit dealings with that country or territory Ukraine (each, a “Sanctioned TerritoryCountry”); and the Company and Evolent Health will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the inception of The Company, Evolent Health and the Company, the Company and its ’s other subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, nor any of their officers or employees, directors nor, to the knowledge of the Company, any employee of the Company or any of its subsidiaries or any agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the Government of Canada, the United Nations Security Council, the European Union, His Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is in any jurisdiction where the Company or any of its subsidiaries locatedconducts business (collectively, organized “Sanctions”), nor is the Company, any of its subsidiaries organized, resident or resident operating in a country or territory that is the subject or the target of SanctionsSanctions (which, includingas of the Closing Date, without limitation, are Cuba, Iran, North Korea, Syria, Syria and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions Crimea region of Ukraine, that broadly prohibit dealings with that country or territory Ukraine (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or or, to its knowledge, indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that that, to the Company’s knowledge, will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast three years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction transaction, is or was a Sanctioned Person the subject or the target of Sanctions, or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither None of the Company nor or any of its subsidiariesthe Subsidiaries, or any of their respective directors, officers or employees, noror, to the knowledge of the Company, any agent, affiliate, agents or affiliates or other person persons associated with or acting on behalf of the Company Company, is an individual or any of its subsidiaries an entity that is, or is owned or controlled by one or more individuals or entities, is currently the subject or the target of of, any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the and U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of the Subsidiaries or any of its subsidiaries directors, officers, or employees, or, to the knowledge of the Company, any agents, affiliates or other persons associated with or acting on behalf of the Company, an individual or entity that is, or is owned or controlled by one or more individuals or entities that are, located, organized organized, or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, Sanctions that broadly prohibit dealings with that country or territory (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified in Executive Order 14065, the non-government controlled areas of Kherson and Zaporizhzhia, Crimea, Cuba, Iran, North Korea, and Syria) (each, a “Sanctioned Territory”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person or entity to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor investor, or otherwise) of Sanctions. Since the inception of the Company, the Company and its subsidiaries the Subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person or with any Sanctioned Territory.;

No Conflicts with Sanctions Laws. Neither None of AHR, the Company nor Issuer or any of its subsidiaries, directors, officers or employees, norIssuer Subsidiary or, to the knowledge of AHR, the CompanyIssuer or any Issuer Subsidiary, any director, trustee, officer, agent, affiliateemployee or affiliate of AHR, or other person acting on behalf of the Company Issuer or any of its subsidiaries Issuer Subsidiary is currently the subject or the target of to any sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or (“OFAC”), the U.S. Department of State (and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is controlled by an individual or entity that is currently subject to Sanctions, nor is AHR, the Company Issuer or any of its subsidiaries Issuer Subsidiary located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea region and the non-government controlled areas of the Zaporizhzhia and Kherson regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and neither AHR nor the Company Issuer will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity entity, for the purpose of financing the activities of any person currently subject to fund any Sanctions or facilitate any activities of or business with in any person, Sanctioned Country or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, AHR, the Company Issuer and its subsidiaries each Issuer Subsidiary have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither None of the Company nor any of Company, its subsidiaries, directors, officers or employees, norsubsidiaries or, to the knowledge of the Company, any agentthe Thunder Entities and, affiliateto the knowledge of the Company, none of the Company’s or its subsidiaries’ directors, officers, agents, employees or affiliates (i) is, or other person is controlled or 50% or more owned by or is acting on behalf of the Company of, an individual or any of its subsidiaries entity that is currently the subject or the target of to any sanctions administered or enforced by the U.S. Government United States (including, without limitation, including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury or Department, the U.S. Department of State State, or the Bureau of Industry and including, without limitation, Security of the designation as a “specially designated national” or “blocked person”U.S. Department of Commerce), the United Nations Security Council, the European Union, His the United Kingdom (including sanctions administered or enforced by Her Majesty’s Treasury, ) or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or targetpersons, a “Sanctioned PersonPersons”), nor (ii) is the Company or any of its subsidiaries located, organized or resident in a country or territory that is is, or whose government is, the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned TerritoryCountry”); and the Company will not ) or (iii) will, directly or indirectly indirectly, use the proceeds of the offering of the Securities hereunderthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person individual or entity to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, in any manner that will would result in a violation by of any person Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any person individual or entity participating in the transactionoffering, whether as underwriter, advisor, investor or otherwise) ). Except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, none of Sanctions. Since the inception Company, its subsidiaries or, to the knowledge of the Company, the Company and its subsidiaries have not knowingly Thunder Entities has engaged in, and are not now knowingly engaged in, in any dealings or transactions with any person that at or for the time benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, and none of the dealing Company, its subsidiaries or, to the knowledge of the Company, the Thunder Entities have any plans to increase its dealings or transaction is transactions with or was a for the benefit of Sanctioned Person Persons, or with any or in Sanctioned TerritoryCountries.

No Conflicts with Sanctions Laws. Neither the Company Transaction Parties nor any of its subsidiaries, directors, officers their respective subsidiaries nor any director or employees, officer of the Transaction Parties or any of their respective subsidiaries nor, to the knowledge of either of the CompanyTransaction Parties, any employee of the Transaction Parties or any of their respective subsidiaries, any agent, affiliate, affiliate or other person associated with or acting on behalf of the Company Transaction Parties or any of its their subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is either of the Company Transaction Parties or any of its their subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company Transaction Parties and its their subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any agent, controlled affiliate, or other person acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, SyriaSudan, Syria and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory (each, a “Sanctioned TerritoryCountry”); and the . The Company will not not, directly or indirectly indirectly, use the proceeds of the offering sale of the Securities hereunderSecurities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory Country, in each case, in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriterUnderwriter, advisor, investor or otherwise) of Sanctions. Since the inception of the Companyits inception, neither the Company and nor any of its subsidiaries have not knowingly engaged in, and or are not now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers director nominees, officers, or employees, nor, to the knowledge of the Company, any agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Her Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have has not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry. Any statement in this Section shall not be given or received (as applicable) if and to the extent it would result in any party under this Agreement violating Council Regulation (EC) No 2271/1996 of 22 November 1996 as amended from time to time and any applicable national law or regulation relating to it.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers directors or employeesofficers, nor, to the knowledge of the Company, any employee, agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea region of Ukraine, the Kherson region of Ukraine, the Zaporizhzhia region of Ukraine, Cuba, Iran, North Korea, Korea and Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any agent, affiliate, or other person acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory (each, a “Sanctioned Territory”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the inception of the Company, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person or with any Sanctioned Territory.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the CompanyCompany or the Guarantors, any agentdirector, affiliateofficer or employee, agent or other person acting on behalf controlled affiliate of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Union or Her Majesty’s Treasury, or other relevant sanctions authority Treasury (“HMT”) (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries or any of the Guarantors located, organized or resident in a country or territory that is the subject of comprehensive, country-wide or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory territory-wide Sanctions (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or or, to the Company’s knowledge, indirectly use the proceeds of the offering of the Offered Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by the Company, any person (including of its subsidiaries or any other person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise, of Sanctions, in the case of each of clauses (i), (ii) and (iii), in violation of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry, in each case in violation of Sanctions.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers directors or employeesofficers, nor, to the knowledge of the Company, any employees of the Company or any agent, affiliate, affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Syria, the so-called Luhansk People’s Republic, the so-called Donetsk People’s Republic and the occupied Donetsk, Luhansk, Crimea, non-government controlled areas of Zaporizhzhia and Kerson Kherson regions of Ukraine, that broadly prohibit dealings with that country or territory Ukraine (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any direct or indirect dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither None of the Company nor or any of its subsidiaries, directors, officers or employees, norsubsidiaries or, to the knowledge of the Company, any agentdirector, affiliateofficer, authorized agent or other person controlled affiliate acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized organized, incorporated or resident in a country or territory that is the subject or the target of country-wide or territory-wide Sanctions, including, without limitation, the Crimea, Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Korea and Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that until such time such country or territory is no longer the subject or the target of Sanctions (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity entity, (i) to fund or facilitate any prohibited activities of or prohibited business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast ten years, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, in and will not engage in any dealings or transactions (A) with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or (B) with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, Subsidiaries nor, to the knowledge Knowledge of the Company, any agentof its directors, affiliateofficers, employees, agents or other person acting on behalf of the Company or any of its subsidiaries Subsidiaries is currently the subject or or, to the Knowledge of the Company, the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, including the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, including the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, includingincluding the so-called Donetsk People’s Republic, without limitationso-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or knowingly indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, in violation of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, in violation of Sanctions, or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries Subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any agent, affiliate, or other person acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Russia, Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson Crimea regions of Ukraine, that broadly prohibit dealings with that country or territory (each, a “Sanctioned Territory”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the inception of the Company, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person or with any Sanctioned Territory.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers officers, or employees, nor, to the knowledge of the Company, any agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Her Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is are the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the inception of the Company’s inception, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.”

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers nor any director or employeesofficer of the Company or its subsidiaries, nor, to the knowledge of the Company, any agent, affiliateemployee or representative of the Company or its subsidiaries, affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Her Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casethe target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the inception date of the Companyits initial incorporation, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither None of the Company nor Company, any of its subsidiaries, directors, officers or employees, norsubsidiaries or, to the knowledge of the Company, any director, officer, agent, affiliate, employee or other person acting on behalf affiliate of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia the Donetsk People’s Republic and Kerson Luhansk People’s Republic regions of Ukraine, that broadly prohibit dealings with that the non-government controlled areas of Kherson and Zaporizhzhia, or in any other country or territory territory, that is the subject of Sanctions (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast ten years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any director, officer, employee agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson following regions of Ukraine: Crimea, that broadly prohibit dealings with that country or territory the Kherson, the Zaporizhzhia, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic, and Venezuela (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any agent, affiliate, or affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, including without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s HM Treasury, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Crimea, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions any other Covered Region of Ukraine, that broadly prohibit dealings with that country or territory Ukraine identified pursuant to Executive Order 14065 (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casethe target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast 5 years, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry, Burma (Myanmar) or Sudan.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employeesofficers, nor, to the knowledge of the Company, any agent, affiliateemployee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cubathe so-called Donetsk People’s Republic, Iranthe so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order ▇▇▇▇▇, North Korea▇▇▇▇▇▇, Syria▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither None of the Company nor or any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the CompanyCompany or any of its subsidiaries, any agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea, Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country Korea or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers directors or employeesofficers, nor, to the knowledge of the Company, any employee, agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of SanctionsSanctions or applicable export control laws and regulations administered by BIS, including the Export Administration Regulations (collectively, “Export Controls”). Since the inception of the CompanyApril 24, 2019, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or Export Controls or with any Sanctioned TerritoryCountry in violation of Sanctions or Export Controls.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson so-called Luhansk People’s Republic regions of Ukraine, that broadly prohibit dealings with that country or territory Ukraine (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers officers, or employees, nor, to the knowledge of the Company, any agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic located in Ukraine, the Crimea region of Ukraine, Russia, Belarus, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers officers, or employees, nor, to the best knowledge of the Company, any agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson Kherson regions of Ukraine, that broadly prohibit dealings with that country or territory Ukraine and the so-called Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the inception of the Companytheir respective inceptions, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers officers, or employees, nor, to the knowledge of the Company, any agent, affiliate, representative or other person associated with or acting on behalf of the Company (each, a “Person”) is, or any of its subsidiaries is owned or controlled by one or more persons that are, currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”” or OFAC’s Foreign Sanctions Evaders List), the United Nations Security Council, the European Union, His Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions Crimea Region of Ukraine, that broadly prohibit dealings with that country or territory the Ukraine (each, a “Sanctioned Territory”); Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Placement Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company has not engaged in and its subsidiaries have is not knowingly now engaged in, and are will not now knowingly engaged engage in, any dealings or transactions with any person Person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company’s Knowledge, any agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Her Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions Crimea region of Ukraine, that broadly prohibit dealings with that country or territory the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic (each, a “Sanctioned TerritoryCountry”); and the Company and its subsidiaries will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as initial purchaser, underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, subsidiaries nor, to the knowledge of the Company, any director, officer, agent, affiliate, employee or other person acting on behalf affiliate of the Company or any of its subsidiaries is currently the subject to or the target of any U.S. sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of the Treasury or Commerce, the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), ,” the United Nations Security Council, the European Union, His Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, the Office of the Superintendent of Financial Instruments (Canada), or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”)), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory (each, a “Sanctioned Territory”); and the . The Company will not not, directly or indirectly indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity entity, (i) to fund or facilitate any activities of or business with any personperson that, at the time of such funding or facilitation, is the subject of Sanctions, or is in Burma/Myanmar, Cuba, Iran, Libya, North Korea, Sudan, Syria (each, a “Sanctioned Country”) or in any other country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person the subject of Sanctions, or Sanctioned Territory in each case, (ii) in any other manner that will result in a violation by any person (including any person participating in the transactionoffering, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employeesthe Subsidiaries, nor, to the knowledge of the Company, any agentof their respective directors, affiliateofficers, employees, agents or other person acting on behalf of the Company or any of its subsidiaries affiliates is currently the subject to, or the target of of, any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries the Subsidiaries located, organized organized, or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, Sanctions that broadly prohibit dealings with that country or territory (each, a “Sanctioned Territory”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person or entity to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor investor, or otherwise) of Sanctions. Since the inception of the Company, the Company and its subsidiaries the Subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person or with any Sanctioned Territory.;

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any economic, financial or trade sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries, directors, officers, or employees, or, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or knowingly indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the inception of the Company, the The Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the CompanyCompany or the Guarantors, any agentdirector, affiliateofficer or employee, agent or other person acting on behalf controlled affiliate of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Her Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries or any of the Guarantors located, organized or resident in a country or territory that is the subject of comprehensive, country-wide or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory territory-wide Sanctions (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or or, to the Company’s knowledge, indirectly use the proceeds of the offering of the Offered Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by the Company, any person (including of its subsidiaries or any other person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise, of Sanctions, in the case of each of clauses (i), (ii) and (iii), in violation of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry, in each case in violation of Sanctions.

No Conflicts with Sanctions Laws. Neither None of the Company nor or any of its subsidiaries, directors, officers or employees, noror, to the knowledge of the Company, any agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is are currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company Company, nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any director, officer, employee, agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor, to the knowledge of the Company, is the Company controlled or 50% or more owned by one or more individuals or entities that are currently the subject of Sanctions, nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctionscomprehensive Sanctions (at this time, including, without limitationCrimea region of Ukraine, Cuba, Iran, North Korea, Korea and Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory ) (each, a “Sanctioned TerritoryCountry”); and the Company will not not, directly or indirectly indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitationfunding, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not not, in violation of Sanctions, knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither None of the Company Archrock Entities nor any of its subsidiaries, the directors, officers or employees, nor, to the knowledge of the CompanyArchrock Entities, any agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Archrock Entities is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and neither the Company nor any of its subsidiaries will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries Archrock Entities have not knowingly engaged in, and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiariessubsidiary, directors, officers directors or employeesofficers, nor, to the knowledge of the Company, any agent, affiliateemployee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries subsidiary is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries subsidiary located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Placement Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries subsidiary have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any director or officer of its subsidiaries, directors, officers or employeesthe Company, nor, to the knowledge of the Company, any agent, affiliate, employee or representative of the Company or its affiliates or other person persons associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Her Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions Crimean Region of Ukraine, that broadly prohibit dealings with that country or territory the Kherson Region of Ukraine, the Zaporizhzhia Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and any other Covered Region of Ukraine identified pursuant to Executive Order 14065, Sudan and Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casethe target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have has not knowingly engaged in, and are is not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the CompanyCompany or any of the Guarantors, any agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or Company, any of its subsidiaries or any of the Guarantors located, organized or resident in a country or territory that is the subject or the target of comprehensive Sanctions, includingit being acknowledged that, without limitationas of the date of this Agreement, such countries or territories include the Crimea, the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic of Ukraine, the so-called Luhansk People’s Republic of Ukraine, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity entity, (i) to fund or facilitate any activities of or business with any person, person or in any country or territory, entity that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person or entity (including any person or entity participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since April 24, 2019, except as authorized under the inception of the Companyrelevant Sanctions, the Company and its subsidiaries have not knowingly to their knowledge engaged in, and are not now knowingly engaged in, in and will not engage in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any agent, affiliate, or other person acting on behalf None of the Company or any of its subsidiaries Subsidiaries nor, to the Company’s knowledge, any directors or officers of the Company or of any of its Subsidiaries, is currently the subject or the target of any sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasuryor the U.K. Government (including, or other relevant sanctions authority without limitation, the Office of Financial Sanctions Implementation) (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries Subsidiaries located, organized organized, resident or resident doing business in a country country, region or territory that is the subject or the target of country or region-wide Sanctions, including, without limitation, the Crimea (including Sevastopol), so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions of Ukraine, Cuba, Iran, and North Korea, Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Korea (each, each a “Sanctioned TerritoryJurisdiction”); and . Further, none of the Company will not or any of its Subsidiaries is (i) directly or indirectly use controlled by or owned 50% or more in the proceeds aggregate by one or more persons or entities that is the subject or target of the offering Sanctions; or (ii) acting on behalf of the Securities hereunderany individuals or entities operationally based or domiciled in a Sanctioned Jurisdiction, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity to fund or facilitate any activities the government of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory in Jurisdiction. The Company, each caseof its Subsidiaries and, in any manner that will result in a violation by any person (including any person participating in to the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the inception knowledge of the Company, the Company each of their respective directors and its subsidiaries officers have not knowingly since April 24, 2019 engaged in, and are not now knowingly engaged in, any dealings or transactions in such relevant capacity in violation of applicable Sanctions. Neither the Company nor any of its Subsidiaries are currently planning to do business in any Sanctioned Jurisdiction, or with any person or entity that at is the time target of Sanctions or directly or indirectly controlled by or owned 50% or more in the dealing aggregate by one or transaction more persons or entities that is the subject or was a Sanctioned Person or target of Sanctions. The Company and each of its Subsidiaries have instituted and maintain policies -15- and procedures reasonably designed to promote and ensure compliance with any Sanctioned Territoryapplicable Sanctions.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers officers, or employees, nor, to the knowledge of the Company, any agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the so—called Donetsk People’s Republic, the so- called Luhansk People’s Republic, or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea Region of Ukraine, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the inception of the Companyincorporation, the Company and its subsidiaries have has not knowingly engaged in, in and are is not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers directors or employeesofficers, nor, to the knowledge of the Company, any employee or affiliate of the Company or its subsidiaries or any agent, affiliate, controlled affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions,” and such persons, “Sanctioned Persons” and each such subject or target, person a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, Syria and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Crimea (each, a “Sanctioned TerritoryCountry”); ) and none of the Company will not or any of its subsidiaries will, directly or indirectly indirectly, use the proceeds of the offering of the Securities hereunderthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person individual or entity to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, in any manner that will would result in a violation by of any person Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any person individual or entity participating in the transactionoffering, whether as initial purchaser, underwriter, advisor, investor or otherwise) of Sanctions). Since the inception of the Company, the The Company and its subsidiaries have not instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable Sanctions. Neither the Company nor any of its subsidiaries has knowingly engaged in, and are not now knowingly engaged in, in any dealings or transactions with any person that at or for the time benefit of the dealing or transaction is or was a Sanctioned Person in violation of applicable Sanctions, or with or in a Sanctioned Country, in the preceding 5 years, nor does the Company or any of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned TerritoryPerson in violation of applicable Sanctions, or with or in a Sanctioned Country.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers directors or employeesofficers, nor, to the knowledge of the Company, any agent, affiliate, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject to or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia Crimea and Kerson so-called Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine, that broadly prohibit dealings with that country or territory Ukraine (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casethe target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither None of the Company nor any of or its subsidiaries, directors, officers nor any director or employees, norofficer of the Company or its subsidiaries and, to the knowledge of the Company, any agentnone of the Company’s or its subsidiaries’ agents, affiliateemployees or affiliates (i) is, or other person is controlled or 50% or more owned by or is acting on behalf of the Company of, an individual or any of its subsidiaries entity that is currently the subject or the target of to any sanctions administered or enforced by the U.S. Government United States (including, without limitation, including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury or Treasury, the U.S. Department of State State, or the Bureau of Industry and including, without limitation, Security of the designation as a “specially designated national” or “blocked person”U.S. Department of Commerce), the United Nations Security Council, the European Union, His the United Kingdom (including sanctions administered or enforced by Her Majesty’s Treasury, ) or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or targetpersons, a “Sanctioned PersonPersons”), nor (ii) is the Company or any of its subsidiaries located, organized or resident in a country or territory that is is, or whose government is, the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned TerritoryCountry”); and the Company will not ) or (iii) will, directly or indirectly indirectly, use the proceeds of the offering of the Securities hereunderthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person individual or entity to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, in any manner that will would result in a violation by of any person Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any person individual or entity participating in the transactionoffering, whether as underwriter, advisor, investor or otherwise) of Sanctions). Since the inception None of the Company, the Company and or its subsidiaries have not knowingly has engaged in, and are not now knowingly engaged in, in any dealings or transactions with any person that at or for the time benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, and none of the dealing Company or transaction is its subsidiaries have any plans to engage in dealings or was a transactions with or for the benefit of Sanctioned Person Persons, or with any or in Sanctioned TerritoryCountries.

No Conflicts with Sanctions Laws. Neither None of the Company Parties nor any of its their subsidiaries, directors, officers directors or employeesofficers, nor, to the knowledge of the CompanyCompany Parties, any employee, agent, affiliate, affiliate or other person associated with or acting on behalf of the a Company Party or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Union or His Majesty’s Treasury, or other relevant sanctions authority Treasury (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the a Company Party or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitationas of the date of this Agreement, Cuba, Iran, North Korea, Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson Kherson regions of Ukraine, that broadly prohibit dealings with that country or territory the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran and North Korea (each, a “Sanctioned TerritoryCountry”); and no Company Party will directly, or to the knowledge of the Company will not directly or indirectly Parties, indirectly, use the proceeds of the offering of the Securities Notes hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the inception of the CompanyApril 24, 2019, the Company Parties and its their subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry, in each case in violation of applicable Sanctions.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any agent, affiliate, or other person acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Russia, Syria, and the occupied Donetsk, Luhansk, CrimeaZaporizhzhia, Zaporizhzhia Kerson and Kerson Crimea regions of Ukraine, that broadly prohibit dealings with that country or territory (each, a “Sanctioned Territory”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwritermanager, advisor, investor or otherwise) of Sanctions. Since the inception of the Company, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person or with any Sanctioned Territory.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employeesits directors and its officers, nor, to the knowledge of the CompanyCompany its employees, or any agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or nor any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia so-called Donetsk People’s Republic, and Kerson so-called Luhansk People’s Republic regions of Ukraine, that broadly prohibit dealings with that country or territory in Ukraine (each, a “Sanctioned TerritoryCountry”); and the Company and each of its subsidiaries will not directly or indirectly use the proceeds of the offering of the Securities Placement Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the inception of the Company’s inception, the Company and its subsidiaries have not knowingly engaged in, in and are is not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea, Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast ten years, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company Company, nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any of its or their directors, officers, any agent, affiliate, employee or affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is controlled by an individual or entity that is currently subject to Sanctions, nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, SyriaSudan, Syria and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Crimea (each, a “Sanctioned TerritoryCountry”); and the Company will not not, directly or indirectly use any of the proceeds of the offering of the Securities hereunderoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casethe target of any Sanctions, (ii) to fund or facilitate any activities of or any business in any Sanctioned Country or (iii) in any other manner that will would reasonably be likely to result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of any Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of any Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company Company, nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any director, officer, employee, agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Majesty’s TreasuryHM Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor, to the knowledge of the Company, is the Company controlled or 50% or more owned by one or more individuals or entities that are currently the subject of Sanctions, nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctionscomprehensive Sanctions (at this time, including, without limitationthe Crimea region of Ukraine, Cuba, Iran, North Korea, Syria, and the occupied Donetsk, Luhansk, Crimea, non-government controlled areas of the Zaporizhzhia and Kerson regions Kherson Regions of Ukraine, that broadly prohibit dealings with that country or territory the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and any other Covered Region of Ukraine identified pursuant to Executive Order 14065) (each, a “Sanctioned TerritoryCountry”); and the Company will not not, directly or indirectly indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitationfunding, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not not, in violation of Sanctions, knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither None of the Company nor Company, any of its subsidiaries, directors, officers or employees, norsubsidiaries or, to the knowledge of the Company, any agentdirector, affiliateofficer, employee or other person acting on behalf affiliate of the Company or any of its subsidiaries subsidiaries, is currently the subject or the target of any sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casethe target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the inception of the Company, Neither the Company and nor any of its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, in any dealings or transactions with or for the benefit of any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions, or with or in any Sanctioned TerritoryCountry, in each case in the preceding five years. Neither the Company nor any of its subsidiaries have any plans, as of the date hereof, to knowingly engage in or increase their dealings or transactions with any person that is currently the subject or the target of Sanctions or with or in Sanctioned Countries.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any agent, affiliate, or other person acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Russia, Syria, and the occupied Donetsk, Luhansk, CrimeaZaporizhzhia, Zaporizhzhia Kerson and Kerson Crimea regions of Ukraine, that broadly prohibit dealings with that country or territory (each, a “Sanctioned Territory”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the inception of the Company, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person or with any Sanctioned Territory.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employeesofficers, nor, nor to the knowledge of the CompanyCompany any employee, any agent, affiliate, affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”Treasury), the United Nations Security Council, the European Union, His Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory (each, a “Sanctioned Territory”); and the Company will not knowingly directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each case, the target of Sanctions or (ii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since To the inception knowledge of the Company, none of the Company, any of its subsidiaries, nor its directors, officers or employees, nor any agent, affiliate, joint venture partner or other person acting on behalf of the Company and or any of its subsidiaries have not knowingly has engaged inin activities sanctionable under the Iran Sanctions Act, the Comprehensive Iran Sanctions, Accountability, and are Divestment Act of 2010, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for the Fiscal Year 2012, the National Defense Authorization Act for the Fiscal Year 2013, Executive Order Nos. 13628, 13622, and 13608, or any other U.S. economic sanctions relating to Iran (collectively, the “Iran Sanctions”); and the Company does not now have any present plans to knowingly engaged in, engage in any dealings activities or transactions with any person business that at would subject it to sanction under the time of the dealing or transaction is or was a Sanctioned Person or with any Sanctioned TerritoryIran Sanctions.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the inception of the CompanyApril 24, 2019, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry; provided, that, from time to time the Company’s or its subsidiaries’ customers receive funds or their customers attempt to send funds to the subject or target of Sanctions or to a Sanctioned Country, and the Company and its subsidiaries promptly block and report such instances in accordance with applicable Sanctions laws and regulations, and the Company has not identified any violations of applicable Sanctions by the Company or its subsidiaries with respect to these customer activities.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employeesofficers, nor, to the knowledge of the Company, any employee, agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, and the occupied Donetsk, Luhansk, CrimeaKherson, Zaporizhzhia and Kerson Crimea regions of Ukraine, that broadly prohibit dealings with that country or territory the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and any other covered region of Ukraine identified pursuant to Executive Order 14065 (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the inception of the CompanyApril 24, 2019, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry; provided, that, from time to time the Company’s subsidiaries’ customers receive funds or their customers attempt to send funds to the subject or target of Sanctions or to a Sanctioned Country, and the Company and its subsidiaries promptly block and report such instances in accordance with applicable Sanctions laws and regulations, and the Company has not identified any violations of applicable Sanctions by the Company or its subsidiaries with respect to these customer activities.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiariesthe Controlled Entities, directors, officers directors or employeesofficers, nor, to the knowledge of the Company, any employee, agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries the Controlled Entities is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries the Controlled Entities located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, and the occupied Crimea, Donetsk, Luhansk, Crimea, Kherson and Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Ukraine (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Offered Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the inception of the CompanyApril 24, 2019, the Company and its subsidiaries the Controlled Entities have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers directors or employeesofficers, nor, to the knowledge of the Company, any employee, agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither None of the Company Parties nor any of its their subsidiaries, directors, officers directors or employeesofficers, nor, to the knowledge of the CompanyCompany Parties, any employee, agent, affiliate, affiliate or other person associated with or acting on behalf of the a Company Party or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, or His Majesty’s Treasury, or other relevant sanctions authority Treasury (“HMT”) (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the a Company Party or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitationas of the date of this Agreement, the Crimea, Zaporizhzhia and Kherson regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and no Company Party will directly, or to the knowledge of the Company will not directly or indirectly Parties, indirectly, use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the inception of the CompanyApril 24, 2019, the Company Parties and its their subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry, in each case in violation of applicable Sanctions.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, subsidiaries nor, to the knowledge of the CompanyCompany or the Subsidiary Guarantor, any director, officer, agent, affiliate, employee or other person acting on behalf affiliate of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cubathe so-called Donetsk People’s Republic, Iranthe so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order ▇▇▇▇▇, North Korea▇▇▇▇▇▇, Syria▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitationfunding, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, subsidiaries nor, to the knowledge of the Company, any director, officer, employee, agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, and the occupied Donetskso-called Donetsk People’s Republic, Luhanskthe so-called Luhansk People’s Republic, the Crimea, and the Zaporizhzhia and Kerson the Kherson regions of Ukraine, that broadly prohibit dealings with that country or territory Ukraine (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers directors or employeesofficers, nor, to the knowledge of the Company, any agent, affiliate, affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Syria, the so-called Luhansk People’s Republic, the so-called Donetsk People’s Republic and the occupied Donetsk, Luhansk, Crimea, non-government controlled areas of Zaporizhzhia and Kerson Kherson regions of Ukraine, that broadly prohibit dealings with that country or territory Ukraine (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the inception of the Company’s inception, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any direct or indirect dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers any of its directors or employeesofficers, nor, to the knowledge of the CompanyCompany or any of the Guarantors, any agent, affiliate, employee or affiliate or other person or entity acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His MajestyHM’s Treasury, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or the Crimea regions of Ukraine Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use any of the proceeds of the offering of the Securities hereunderoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casethe target of any Sanctions, (ii) to fund or facilitate any activities of or any business in any Sanctioned Country or (iii) in any other manner that will would result in a violation by any person or entity (including any person or entity participating in the transaction, whether as underwriterinitial purchaser, advisor, investor or otherwise) of any Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person or entity that is or was, at the time of the dealing or transaction is transaction, the subject or was a Sanctioned Person the target of any Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither None of the Company Parties, nor any of its subsidiaries, directors, officers or employeesemployees thereof, nor, to the knowledge of the Company, any agent, affiliate, affiliate or other person associated with or acting on behalf of the any Company or any of its subsidiaries Party, is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Her Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is are any of the Company or any of its subsidiaries Parties located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, Syria and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Crimea (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception past five (5) years, none of the Company, the Company and its subsidiaries Parties have not knowingly engaged in, and in or are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry. None of the Company Parties nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of a Company Party, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (x) the subject of any Sanctions or (y) located, organized or resident in a Sanctioned Country.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers directors or employeesofficers, nor, to the knowledge of the Company, any agent, affiliateemployee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is ; neither the Company or nor any of its subsidiaries is located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea, Zaporizhzhia and Kherson regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity entity: (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each case, target of Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country; or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since the inception of the Company, the The Company and its subsidiaries have not knowingly to their knowledge since April 24, 2019 engaged in, and are not now knowingly currently engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with or in any Sanctioned TerritoryCountry. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable Sanctions.

No Conflicts with Sanctions Laws. Neither None of the Company nor Company, any of its subsidiaries, directors, officers or employees, norsubsidiaries or, to the knowledge of the Company, any agentdirector, affiliateofficer, employee or other person acting on behalf affiliate of the Company or any of its subsidiaries subsidiaries, is currently the subject or the target of any sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Notes hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casethe target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the inception of the Company, Neither the Company and nor any of its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, in any dealings or transactions with or for the benefit of any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions, or with or in any Sanctioned TerritoryCountry, in each case in the preceding five years. Neither the Company nor any of its subsidiaries have any plans, as of the date hereof, to knowingly engage in or increase their dealings or transactions with any person that is currently the subject or the target of Sanctions or with or in Sanctioned Countries.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, the Subsidiary nor, to the knowledge of the Company, any director, officer, agent, affiliate, employee or other person acting on behalf Affiliate of the Company or any of its subsidiaries the Subsidiary (i) is currently the subject or the target of any sanctions administered or imposed by the United States (including any administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or Department, the U.S. Department of State State, or the Bureau of Industry and including, without limitation, Security of the designation as a “specially designated national” or “blocked person”U.S. Department of Commerce), the United Nations Security Council, the European Union, His the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury, ) or other relevant France (including sanctions authority administered or controlled by the French Treasury) (collectively, “Sanctions,” and each such subject or targetpersons, a “Sanctioned PersonPersons”)) or (ii) will, nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory (each, a “Sanctioned Territory”); and the Company will not directly or indirectly indirectly, use the proceeds of the offering and sale of the Securities hereunderShares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, in any manner that will result in a violation by of any applicable Sanctions by, or would reasonably be expected to result in the imposition of Sanctions against, any person (including any person participating in the transactionoffering, whether as an underwriter, advisor, investor or otherwise) of Sanctions). Since Neither the inception Company nor the Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or the Subsidiary, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (including, but not limited to, Crimea, the so-called Donetsk People’s Republic or the so-called Luhansk People’s Republic, Cuba, Iran, Iraq, North Korea and its subsidiaries Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). Neither the Company nor the Subsidiary have not knowingly engaged in, and are not now knowingly engaged in, in any dealings or transactions with any person that at or for the time benefit of the dealing or transaction is or was a Sanctioned Person Person, or with or in a Sanctioned Country, in the preceding three years, nor does the Company or the Subsidiary have any plans to increase its dealings or transactions with Sanctioned TerritoryPersons, or with or in Sanctioned Countries.

No Conflicts with Sanctions Laws. Neither None of the Company Parties, nor any of its subsidiaries, directors, officers or employeesemployees thereof, nor, to the knowledge of the Company, any agent, affiliate, affiliate or other person associated with or acting on behalf of the any Company or any of its subsidiaries Party, is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is are any of the Company or any of its subsidiaries Parties located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception past ten (10) years, none of the Company, the Company and its subsidiaries Parties have not knowingly engaged in, and in or are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry. None of the Company Parties nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of a Company Party, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (x) the subject of any Sanctions or (y) located, organized or resident in a Sanctioned Country.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers officers, or employees, nor, to the knowledge of the Company, any agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is or is owned or controlled by one or more persons that are currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Her Majesty’s TreasuryTreasury (“HMT”), the Swiss Secretariat of Economic Affairs or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries, directors, officers, or employees, or, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries located, organized or resident, or owned or controlled by one or more persons that are located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company Company, nor any of its subsidiaries, directors, officers officers, or employees, nor, to the knowledge of the Company, after due inquiry, any agent, affiliate, affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any U.S. sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)State, the United Nations Security Council, the European Union, His Majesty’s TreasuryTreasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), ; nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, Sanctions including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North KoreaKorea and Syria (collectively, Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory (each, a “Sanctioned TerritoryCountries”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunderthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity to fund or facilitate any entity, for the purpose of financing the activities of or business with any person, or in any country or territory, that, that at the time of such funding financing, is the subject or facilitation, the target of Sanctions or is a Sanctioned Person Country, respectively, or Sanctioned Territory in each case, in any other manner that will result in a violation by any person (including any person participating in the transaction, transaction whether as underwriter, advisor, investor or otherwise) of applicable Sanctions. Since the inception of the CompanyApril 24, 2019, the Company and its subsidiaries have has not knowingly engaged in, in and are is not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor Company, any of its subsidiaries, directorsdirectors or officers, officers or employees, noror, to the knowledge of the Company, its employees, or any agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, including the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, including the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, including Cuba, Iran, North Korea, SyriaSudan, the Crimea region of Ukraine and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering sale of the Securities Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriterpurchaser, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers directors or employeesofficers, nor, to the knowledge of the Company, any employee or affiliate of the Company or its subsidiaries or any agent, affiliate, controlled affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions,” and such persons, “Sanctioned Persons” and each such subject or target, person a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, and the occupied Donetsk, Luhansk, Crimea, Kherson and Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory the so-called Donetsk People’s Republic and so-called Luhansk People’s Republic (each, a “Sanctioned TerritoryCountry”); ) and none of the Company will not or any of its subsidiaries will, directly or indirectly indirectly, use the proceeds of the offering of the Securities hereunderthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person individual or entity to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, in any manner that will would result in a violation by of any person Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any person individual or entity participating in the transactionoffering, whether as initial purchaser, underwriter, advisor, investor or otherwise) of Sanctions). Since the inception of the Company, the The Company and its subsidiaries have not instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable Sanctions. Neither the Company nor any of its subsidiaries has knowingly engaged in, and are not now knowingly engaged in, in any dealings or transactions with any person that at or for the time benefit of the dealing or transaction is or was a Sanctioned Person in violation of applicable Sanctions, or with or in a Sanctioned Country, in the preceding 5 years, nor does the Company or any of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned TerritoryPerson in violation of applicable Sanctions, or with or in a Sanctioned Country.

No Conflicts with Sanctions Laws. Neither None of the Company nor Company, any of its subsidiaries, directorsany director or officer of the Company or any of its subsidiaries, officers or employees, noror, to the knowledge of the Company, any agent, affiliate, employee or other person acting on behalf affiliate of the Company or any of its subsidiaries is, or is owned or controlled by any person or entity that is, currently the subject or the target of any sanctions administered or enforced by the U.S. Government (Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, ,” the European Union, His Majesty’s TreasuryTreasury in the United Kingdom, the United Nations Security Council, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries otherwise a person with whom dealings are prohibited or restricted under the Sanctions, including without limitation any person or entity located, organized or resident in a country or territory that is the subject or the target of Sanctionscomprehensive Sanctions (a “Sanctioned Territory”, including, without limitation, currently Cuba, Iran, North Korea, Syria, and the occupied DonetskCrimea region, Luhanskso-called Donetsk People’s Republic, Crimeaso-called Luhansk People’s Republic, and non-Ukrainian government-controlled regions of Zaporizhzhia and Kerson regions Kherson of Ukraine, that broadly prohibit dealings with that country ; and each person on entity described in (i) or territory (eachii), a “Sanctioned TerritoryPerson”); and the . The Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person Person, (ii) to fund or facilitate any activities of or business in or with any Sanctioned Territory in each case, or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of the Sanctions or that will be a sanctionable activity under the Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any direct or indirect dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person or with any Sanctioned Territory.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the best of the knowledge of the Company, any agent, affiliate, agent or other person acting on behalf of the Company or any of its subsidiaries affiliate is currently the subject or the target of any sanctions administered or enforced by the U.S. Government Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a OFAC’s list of “specially designated national” or “nationals and blocked person”) (“SDN List”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country country, region or territory that is the subject or the target of Sanctions, including, without limitation, Cubathe so-called Donetsk People’s Republic, Iranthe so-called Luhansk People’s Republic, North Korea, Syria, the Crimea regions and the occupied Donetsk, Luhansk, Crimea, non-government controlled areas of the Zaporizhzhia and Kerson Kherson regions of Ukraine, that broadly prohibit dealings with that country or territory Cuba, Iran and North Korea (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities or business of or business with any person, or in any country or territory, person that, at the time of such funding or facilitationfunding, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund any activities of or business in any country that, at the time of such funding, is the subject or target of Sanctions or (iii) in any other manner that will result in a violation of Sanctions by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions). Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, Subsidiaries nor, to the knowledge Knowledge of the Company, any agentof its directors, affiliateofficers, employees, agents or other person acting on behalf of the Company or any of its subsidiaries Subsidiaries is currently the subject or or, to the Knowledge of the Company, the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, including the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, including the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, includingincluding the so-called Donetsk People’s Republic, without limitationso-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or knowingly indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, in violation of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, in violation of Sanctions, or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries Subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither None of the Company nor or any of its subsidiaries, directors, officers or employees, noror, to the knowledge of the Company, any agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is are currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers officers, or employees, nor, to the knowledge of the Company, any agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any economic, financial or trade sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries, directors, officers, or employees, or, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Placement Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the inception of the Company, the The Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any agent, affiliate, or other person acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, currently Cuba, Iran, North Korea, Russia, Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson Crimea regions of Ukraine, that broadly prohibit dealings with that country or territory (each, a “Sanctioned Territory”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the inception of the Company, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person or with any Sanctioned Territory.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, Subsidiaries nor, to the knowledge Knowledge of the Company, any agentof its directors, affiliateofficers, employees, agents or other person acting on behalf of the Company or any of its subsidiaries Subsidiaries is currently the subject or or, to the Knowledge of the Company, the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, including the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, including the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, includingincluding the so-called Donetsk People’s Republic, without limitationso-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or knowingly indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, in violation of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, in violation of Sanctions, or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the inception of the Company, the Company and its subsidiaries Subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company Company, nor any of its subsidiaries, directors, officers officers, or employees, nor, to the knowledge of the Company, after due inquiry, any agent, affiliate, affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any U.S. sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)State, the United Nations Security Council, the European Union, His Majesty’s TreasuryTreasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), ; nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, comprehensive Sanctions including, without limitation, the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North KoreaKorea and Syria (collectively, Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory (each, a “Sanctioned TerritoryCountries”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunderthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity to fund or facilitate any entity, for the purpose of financing the activities of or business with any person, or in any country or territory, that, that at the time of such funding financing, is the subject or facilitation, the target of Sanctions or is a Sanctioned Person Country, respectively, or Sanctioned Territory in each case, in any other manner that will result in a violation by any person (including any person participating in the transaction, transaction whether as underwriter, advisor, investor or otherwise) of applicable Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have has not knowingly engaged in, in and are is not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers directors or employeesofficers, nor, to the knowledge of the Company, any employee, agent, affiliate, affiliate or other person while acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, ) or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Syria, Sudan and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any prohibited activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any prohibited activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since Neither the inception Company nor any of its subsidiaries, directors or officers, nor, to the knowledge of the Company, any employee, agent, affiliate, joint venture partner or other person acting on behalf of the Company or any of its subsidiaries has engaged in activities sanctionable under the Iran Sanctions Act, the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for the Fiscal Year 2012, the National Defense Authorization Act for the Fiscal Year 2013, Executive Order Nos. 13628, 13622 and 13608, or any other U.S. economic sanctions relating to Iran (collectively, the “Iran Sanctions”). Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, for the past five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither None of the Company Parties, nor any of its subsidiaries, directors, officers or employeesemployees thereof, nor, to the knowledge of the Company, any agent, affiliate, affiliate or other person associated with or acting on behalf of the any Company or any of its subsidiaries Party, is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Her Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is are any of the Company or any of its subsidiaries Parties located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, Syria and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Crimea (each, a “Sanctioned Territory”); Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception past five (5) years, none of the Company, the Company and its subsidiaries Parties have not knowingly engaged in, and in or are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry. None of the Company Parties nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of a Company Party, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (x) the subject of any Sanctions or (y) located, organized or resident in a Sanctioned Country.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers directors or employeesofficers, nor, to the knowledge of the Company, any employee, agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries locateddomiciled, operating, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate in violation of Sanctions any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory target of Sanctions, (ii) to fund or facilitate in each case, violation of Sanctions any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither None of the Company nor or any of its subsidiariesSubsidiary or any director, directorsofficer, officers or employees, noror, to the knowledge of the CompanyCompany or Subsidiaries, any agent, affiliateemployee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Subsidiary is currently the subject or the target of any economic of financial sanctions administered or enforced by the U.S. Government (including, without limitation, through the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State (and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Her Majesty’s Treasury, or other relevant sanctions authority with jurisdiction over the Company or any Subsidiary (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries Subsidiary located, organized or resident in a country or territory that is the subject or the target of Sanctions, Sanctions (including, without limitation, Cuba, Iran, North Korea, Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and ). None of the Company or any Subsidiary will not directly or knowingly indirectly use any of the proceeds from the sale of Shares in the offering of the Securities hereundercontemplated by this Agreement, or lend, contribute or otherwise make available any such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory the target of any Sanctions, to the extent in each case, violation of Sanctions (ii) to fund or facilitate any activities of or any business in any Sanctioned Country, to the extent in violation of Sanctions, or (iii) in any other manner that will could result in a violation by any person (including any person participating in the transaction, whether as underwritersales agent, advisor, investor or otherwise) , of any Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries each Subsidiary have not knowingly engaged in, and are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of any Sanctions or with any Sanctioned TerritoryCountry, in violation of applicable Sanctions.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers directors or employeesofficers, nor, to the knowledge of the Company, any agent, affiliate, affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Her Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Syria, the so-called Luhansk People’s Republic, the so-called Donetsk People’s Republic and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions any other covered region of Ukraine, that broadly prohibit dealings with that country or territory Ukraine identified pursuant to Executive Order 14065 (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the inception of the Company’s inception, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any direct or indirect dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers officers, or employees, nor, to the knowledge of the Company, any agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is or is owned or controlled by one or more persons that are currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Majesty’s TreasuryTreasury (“HMT”), the Swiss Secretariat of Economic Affairs or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries, directors, officers, or employees, or, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries located, organized or resident, or owned or controlled by one or more persons that are located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast ten years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, subsidiaries nor, to the knowledge of the Company, any director, officer, agent, affiliateemployee, authorized representative or other person acting on behalf Affiliate of the Company or any of its subsidiaries is currently the subject or the target of any U.S. sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or Department, the U.S. Department of State and including, without limitationCommerce, the designation as a “specially designated national” or “blocked person”)U.S. Department of State, the United Nations Security Council, the European Union, Union or any member state thereof or His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, includingwhich currently includes Crimea, without limitationthe so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Kherson and Zaporizhzhia regions of the Ukraine, Cuba, Iran, North Korea, Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that North Korea or in any other country or territory territory, that, at the time of such funding, is the subject of Sanctions (each, a “Sanctioned TerritoryCountry”); and the . The Company will not not, directly or indirectly indirectly, use the proceeds of the offering of the Securities hereunderoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person, (i) to fund any activities of or business with any person or entity that, at the time of such funding, is the subject of Sanctions, or is located, organized or resident in a Sanctioned Country, (ii) to fund or facilitate any activities of or business with any person, or in any country Sanctioned Country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, (iii) in any other manner that will result in a violation by any person (including any person participating in the transactionoffering, whether as initial purchaser, underwriter, advisor, investor or otherwise) of Sanctions. Since the inception of the CompanyApril 24, 2019, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject of Sanctions or with any Sanctioned TerritoryCountry, provided, however, that with respect to any subsidiary acquired by the Company since April 24, 2019, this representation is made to the knowledge of the Company as to the time period prior to which such entity has been the Company’s subsidiary.

No Conflicts with Sanctions Laws. Neither the Company Company, nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any director, officer, employee, agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor, to the knowledge of the Company, is the Company controlled or 50% or more owned by one or more individuals or entities that are currently the subject of Sanctions, nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive Sanctions, including, without limitation, Cuba, Iran, North Korea, SyriaSudan, Syria and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions Crimea region of Ukraine, that broadly prohibit dealings with that country or territory Ukraine (each, a “Sanctioned TerritoryCountry”); and the Company will not not, directly or indirectly indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitationfunding, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry in violation of applicable Sanctions.

No Conflicts with Sanctions Laws. Neither None of AHR, the Company nor Issuer or any of its subsidiaries, directors, officers or employees, norIssuer Subsidiary or, to the knowledge of AHR, the CompanyIssuer or any Issuer Subsidiary, any director, trustee, officer, agent, affiliateemployee or affiliate of AHR, or other person acting on behalf of the Company Issuer or any of its subsidiaries Issuer Subsidiary is currently the subject or the target of to any sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or (“OFAC”), the U.S. Department of State (and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is controlled by an individual or entity that is currently subject to Sanctions, nor is AHR, the Company Issuer or any of its subsidiaries Issuer Subsidiary located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea region and the non-government controlled areas of the Zaporizhzhia and Kherson regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and neither AHR nor the Company Issuer will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity entity, for the purpose of financing the activities of any person currently subject to fund any Sanctions or facilitate any activities of or business with in any person, Sanctioned Country or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the inception of the CompanyApril 24, 2019, AHR, the Company Issuer and its subsidiaries each Issuer Subsidiary have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither None of the Company nor Company, any of its subsidiaries, directors, officers or employees, norSubsidiaries or, to the knowledge of the Company, any director, officer, agent, affiliate, employee or other person acting on behalf affiliate of the Company or any of its subsidiaries Subsidiaries is currently the subject or the target of any applicable sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”Treasury), the United Nations Security Council, the European Union, His Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries Subsidiaries located, organized organized, or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory (each, a “Sanctioned Territory”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitationfunding, is a Sanctioned Person the subject of Sanctions or Sanctioned Territory in each case, (ii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since Neither the inception Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions (a “Sanctioned Person”); or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, Syria and the Crimea region of Ukraine claimed by Russia) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). Except as has been disclosed to the Agent or is not material to the analysis under any Sanctions, neither the Company nor any of its subsidiaries have not knowingly Subsidiaries has engaged in, and are not now knowingly engaged in, in any dealings or transactions with any person that at or for the time benefit of the dealing or transaction is or was a Sanctioned Person Person, or with or in a Sanctioned Country, in the preceding five (5) years, nor does the Company or any of its Subsidiaries have any plans to increase its dealings or transactions with Sanctioned TerritoryPersons, or with or in Sanctioned Countries.

No Conflicts with Sanctions Laws. Neither None of the Company Company, Evolent Health or the Company’s other subsidiaries, nor any director or officer of its the Company, Evolent Health or the Company’s other subsidiaries, directors, officers or employees, nor, to the knowledge of the CompanyCompany or Evolent Health, any employee, agent, affiliate, affiliate or other person associated with or acting on behalf of the Company Company, Evolent Health or any of its subsidiaries the Company’s other subsidiaries, is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Her Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company Company, Evolent Health, or any of its subsidiaries the Company’s other subsidiaries, located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, Syria and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions Crimea Region of Ukraine, that broadly prohibit dealings with that country or territory Ukraine (each, a “Sanctioned TerritoryCountry”); and the Company and Evolent Health will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriterInitial Purchaser, advisor, investor or otherwise) of Sanctions. Since the inception of The Company, Evolent Health and the Company, the Company and its ’s other subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers directors or employeesofficers, nor, to the knowledge of the Company, any agent, affiliate, or other person acting on behalf of the Company or any of its subsidiaries employees or agents is or is 50% or more owned or, as applicable, controlled by one or more persons that are currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, Treasury or other relevant applicable sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), , nor is the Company or any of its subsidiaries directors, officers, employees, or to the Company’s knowledge, any Company agents, located, organized or ordinarily resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any unlawful activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any unlawful activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the inception of the Companyincorporation, the Company and its subsidiaries have has not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any Sanctioned Country or with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or with any Sanctioned Territorythe target of Sanctions in violation of Sanctions.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers officers, or employees, nor, to the knowledge of the Company, any agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the non-government controlled areas of the Kherson and Zaporizhzhia oblasts of Ukraine, the Crimea region of Ukraine, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the inception of the CompanyApril 24, 2019, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiariesthe Subsidiaries, directors, officers nor any director or employeesofficer of the Company or any of the Subsidiaries, nor, to the knowledge of the Company, any agent, affiliateemployee or representative of the Company or any of the Subsidiaries, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries the Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government (government including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or Department, the U.S. Department of State and including, without limitationCommerce, the designation as a “specially designated national” or “blocked person”)U.S. Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries the Subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory (each, a “Sanctioned Territory”); and the . The Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casethe target of Sanctions, (ii) to fund or facilitate any activities of or business in any country or territory that is the subject or target of Sanctions or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriteragent, principal, advisor, investor or otherwise) of Sanctions. Since the inception of the CompanyApril 24, 2019, the Company and its subsidiaries the Subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that that, at the time of the such dealing or transaction transaction, is or was a Sanctioned Person the subject or the target of Sanctions or with or in any Sanctioned Territorycountry or territory that is or was the target or the subject of Sanctions.

No Conflicts with Sanctions Laws. Neither None of the Company Archrock Entities nor any of its the subsidiaries, directors, officers or employees, nor, to the knowledge of the CompanyArchrock Entities, any agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Archrock Entities is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or Parent, any of its subsidiaries or any of the Guarantors located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea, Kherson, and Zaporizhzhia Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned Territory”); Country”); and neither the Company Issuers nor the Parent will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as initial purchaser, underwriter, advisor, investor or otherwise) of Sanctions. Since the inception of the CompanyApril 24, 2019, the Company and its subsidiaries Archrock Entities have not knowingly not, to their knowledge, engaged in, and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, subsidiaries nor, to the knowledge of the Company, any director, officer, agent, affiliate, employee or other person acting on behalf affiliate of the Company or any of its subsidiaries is currently the subject to or the target of any U.S. sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of the Treasury or Commerce, the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), ,” the United Nations Security Council, the European Union, His Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, the Office of the Superintendent of Financial Instruments (Canada), or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”)), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory (each, a “Sanctioned Territory”); and the . The Company will not not, directly or indirectly indirectly, use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity entity, (i) to fund or facilitate any activities of or business with any personperson that, at the time of such funding or facilitation, is the subject of Sanctions, or is in Burma/Myanmar, Cuba, Iran, Libya, North Korea, Sudan, Syria (each, a “Sanctioned Country”) or in any other country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person the subject of Sanctions, or Sanctioned Territory in each case, (ii) in any other manner that will result in a violation by any person (including any person participating in the transactionoffering, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company NeuBase nor any of its subsidiariesdirector, directorsofficer, officers or employeesemployee, nor, to the knowledge of the Company, any agent, affiliate, affiliate or other person associated with or acting on behalf of the Company NeuBase or any of its subsidiaries affiliates is, or is directly or indirectly owned or controlled by, a Person that is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department Departments of State or Commerce and including, without limitation, the designation as a “specially designated nationalSpecially Designated National” or on the “blocked personSectoral Sanctions Identifications List”, collectively “Blocked Persons”), the United Nations Security Council, the European Union, His Her Majesty’s Treasury, Treasury or any other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned PersonSanctions Laws”); neither NeuBase, nor any director, officer, employee, agent, affiliate or other person associated with or acting on behalf of NeuBase or its affiliates, is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctionsa comprehensive embargo or Sanctions Laws prohibiting trade with the country or territory, including, without limitation, Crimea, Cuba, Iran, North Korea, Syria, Sudan and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); NeuBase maintains in effect and enforces policies and procedures reasonably designed to ensure compliance by NeuBase with applicable Sanctions Laws; neither NeuBase, nor any director, officer, employee, agent, affiliate or other person associated with or acting on behalf of NeuBase or its affiliates, acting in any capacity in connection with the operations of NeuBase, conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person, or deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking pursuant to any applicable Sanctions Laws; no action of NeuBase in connection with (i) the execution, delivery and performance of this Agreement and the Company other Transaction Documents, (ii) the issuance and sale of the Common Shares, or (iii) the direct or indirect use of proceeds from the Common Shares or the consummation of any other transaction contemplated hereby or by the other Transaction Documents or the fulfillment of the terms hereof or thereof, will not directly or indirectly use result in the proceeds of the offering of transactions contemplated hereby and by the Securities hereunderother Transaction Documents being used, or lendloaned, contribute contributed or otherwise make available such proceeds made available, directly or indirectly, to any subsidiary, joint venture partner or other person or entity to fund entity, for the purpose of (i) unlawfully funding or facilitate facilitating any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions Laws, (ii) unlawfully funding or facilitating any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person Person (including any person Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of SanctionsSanctions Laws. Since the inception of the CompanyFrom its inception, the Company and its subsidiaries have NeuBase has not knowingly engaged in, in and are is not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions Laws or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers directors or employeesofficers, nor, to the knowledge of the Company, any employee, agent, affiliate, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s HM Treasury, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Kherson, and Zaporizhzhia regions of Ukraine, Cuba, Iran, North Korea, Syria, Korea and the occupied Donetsk, Luhansk, Crimea, Zaporizhzhia and Kerson regions of Ukraine, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriteragent, advisor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.