Common use of Non-Contravention; No Further Authorizations or Approvals Required Clause in Contracts

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not result in any Default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any of its obligations under this Agreement, the Custody Agreement and the Power of Attorney or any of the transactions contemplated hereby or thereby, and (iii) will not result in any violation of any statute, law, regulation, order or decree applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over such Selling Stockholder or its properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the NASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such the Selling Stockholder of, and the performance by such the Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not contravene or conflict with, result in any Default a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to, (i) the charter or by-laws, limited partnership agreement, trust agreement or other organizational documents of such the Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except benefit including any such conflict, breach pledge of Offered Shares or Default as would not adversely affect such Selling Stockholder’s ability to perform any of its obligations under this Agreement, the Custody Agreement and the Power of Attorney or any of the transactions contemplated hereby or thereby, and (iii) will not result in any violation provision of applicable law or any statutejudgment, laworder, regulation, order decree or decree regulation applicable to such the Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over such the Selling Stockholder Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its propertiesobligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such the Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect may be required under the Securities Act, applicable state securities or blue sky laws and from the NASDFINRA and such other approvals as have been obtained on or prior to the date of this Agreement.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such the Selling Stockholder of, and the performance by such the Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not result in any Default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement laws or other organizational documents of such the Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any of its obligations under this Agreement, the Custody Agreement and the Power of Attorney or any of the transactions contemplated hereby or thereby, and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to such the Selling Stockholder of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over such the Selling Stockholder or its properties, except with respect to clauses (ii) and (iii) only, for such Defaults and violations as would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Selling Stockholder and its subsidiaries, considered as one entity. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such the Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the NASDFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, under this Agreement, and in the case of the Selling Stockholders named in Schedule A-1 and Schedule A-3, the Custody Agreement and the Power of Attorney (i) Attorney, will not contravene or conflict with, result in any a breach of, or constitute a Default under, or require the consent of any other party toto (except for any such consent that has already been obtained), (i) the charter or by-laws, partnership agreement, trust limited liability company agreement or other organizational documents of such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach benefit or Default as would not adversely affect such Selling Stockholder’s ability to perform any of its obligations under this Agreement, the Custody Agreement and the Power of Attorney or any of the transactions contemplated hereby or thereby, and (iii) will not result in any violation provision of applicable law or any statutejudgment, laworder, regulation, order decree or decree regulation applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over such Selling Stockholder Stockholder, except in the case of (ii) or its properties(iii), as would not, individually or in the aggregate, result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the NASDFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not contravene or conflict with, result in any a breach of, or constitute a Default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any provision of its obligations under this Agreement, the Custody Agreement and the Power of Attorney applicable law or any of the transactions contemplated hereby judgment, order, decree or thereby, and (iii) will not result in any violation of any statute, law, regulation, order or decree regulation applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over such Selling Stockholder Stockholder, except for any such contravention, conflict, breach or its propertiesDefault as to which the Company has obtained prior to the date hereof a valid waiver (a copy of which has been delivered to counsel for the Underwriters) and any such consent as has been obtained by the Company prior to the date hereof (a copy of which has been delivered to counsel for the Underwriters). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect under the Securities Act, Section 12(g) of the Exchange Act, applicable state securities or blue sky laws and from the NASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not contravene or conflict with, result in any a breach of, or constitute a Default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement or other applicable organizational documents of such Selling Stockholder, (ii) will not conflict with Stockholder or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any provision of its obligations under this Agreement, the Custody Agreement and the Power of Attorney applicable law or any of the transactions contemplated hereby judgment, order, decree or thereby, and (iii) will not result in any violation of any statute, law, regulation, order or decree regulation applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over such Selling Stockholder or its propertiesStockholder. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect effect, and under the Securities Act, applicable state securities or blue sky laws and from the NASD, and except as may be required to be made by such Selling Stockholder under Section 16 of the Exchange Act and the rules of the Commission promulgated thereunder following the sale by such Selling Stockholder of Common Shares pursuant to this Agreement.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not conflict with, result in any a breach of, or constitute a Default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such Selling Stockholder, (ii) will not conflict with Stockholder or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to bound, any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any provision of its obligations under this Agreement, the Custody Agreement and the Power of Attorney applicable law or any of the transactions contemplated hereby judgment, order, decree or thereby, and (iii) will not result in any violation of any statute, law, regulation, order or decree regulation applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over such Selling Stockholder Stockholder, except for such consents that have been obtained or its propertiesother than such conflicts, breaches, or Defaults that, individually or in the aggregate, could not materially and adversely affect such Selling Stockholder’s ability to consummate the transactions contemplated hereby. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect under the Securities Act, the Exchange Act, applicable state securities or blue sky laws and from the NASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution Neither the issue and delivery by such Selling Stockholder sale of the Placement Shares nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, and or imposition of any lien, charge or encumbrance upon any property or assets of the performance by such Selling Stockholder of its obligations underCompany pursuant to, this Agreement, the Custody Agreement and the Power of Attorney (i) will not result in any Default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement or other organizational documents bylaws of such Selling Stockholderthe Company, (ii) will not conflict with the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or constitute a breach ofother agreement, or Default underobligation, any other agreement condition, covenant or instrument to which such Selling Stockholder the Company is a party or by which it is bound or under to which it its property is entitled to any right subject, or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any of its obligations under this Agreement, the Custody Agreement and the Power of Attorney or any of the transactions contemplated hereby or thereby, and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to such Selling Stockholder the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over such Selling Stockholder the Company or any of its properties, except in the case of clauses (ii) and (iii) as would not have a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or bylaws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument, except for such conflicts, breaches, defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary, except as would not reasonably be expected to have a Material Adverse Change. No consent, approval, authorization authorization, filing with or other order of, or registration or filing with, of any court or other governmental authority agency or agency, body is required for the consummation by such Selling Stockholder of in connection with the transactions contemplated in this Agreementherein, except such as have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or from the Financial Industry Regulatory Authority (“FINRA”) and as may be required under the blue sky laws of any jurisdiction in connection with the purchase and from distribution of the NASDPlacement Shares in the manner contemplated herein and in the Registration Statement and the Prospectus, any free writing prospectus.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not contravene or conflict with, result in any a breach of, or constitute a Default under, or require the consent of any other party to, (i) the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such Selling Stockholder, Stockholder (if such Selling Stockholder is not an individual) (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any of its obligations under this Agreement, the Custody Agreement and the Power of Attorney or any of the transactions contemplated hereby or thereby, and (iii) will not result in any violation provision of applicable law or any statutejudgment, laworder, regulation, order decree or decree regulation applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over such Selling Stockholder, except, with respect to clauses (ii) and (iii), as would not, individually or in the aggregate, adversely affect the ability of the Selling Stockholder or to perform its propertiesobligations hereunder (a “Selling Stockholder Material Adverse Effect”). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect and such as may be required under the Securities Act, the Exchange Act, applicable state securities or blue sky laws and from the NASDFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, under this Agreement, the Custody Agreement and the Power of Attorney (i) will not contravene or conflict with, result in any a breach of, or constitute a Default under, or require the consent (except for such consents that have been obtained) of any other party to, the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, to any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any provision of its obligations under this Agreement, the Custody Agreement and the Power of Attorney applicable law or any of the transactions contemplated hereby judgment, order, decree or thereby, and (iii) will not result in any violation of any statute, law, regulation, order or decree regulation applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over such Selling Stockholder, except for such conflicts, breaches, or defaults that would not affect the ability of the Selling Stockholder or its propertiesto consummate the transactions contemplated hereby. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the NASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not contravene or conflict with, result in any a breach of, or constitute a Default under, or require the consent of any other party to, (i) the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any of its obligations under this Agreement, the Custody Agreement and the Power of Attorney or any of the transactions contemplated hereby or thereby, and (iii) will not result in any violation provision of applicable law or (iv) any statutejudgment, laworder, regulation, order decree or decree regulation applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over such Selling Stockholder, except, in the case of clauses (ii), (iii) and (iv), for any conflicts, breaches or defaults which would not reasonably be expected to materially and adversely affect such Selling Stockholder’s ability to consummate the sale of Shares by such Selling Stockholder to the Underwriters as contemplated hereby or its propertiesto satisfy the other obligations of such Selling Stockholder hereunder. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect may be required under the Securities Act, applicable state securities or blue sky laws and from the NASDFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not result in any Default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any of its obligations under this Agreement, the Custody Agreement and the Power of Attorney or any of the transactions contemplated hereby or thereby, benefit and (iii) will not result in any violation of any statute, law, regulation, order or decree applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over such Selling Stockholder or its properties, except, in each case, where such violations, conflicts, breaches or defaults would not have, either individually or in the aggregate, a material adverse effect on the ability of such Selling Stockholder to consummate the transactions contemplated hereby. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder of the transactions contemplated in this Agreement, except (i) such as have been obtained or made on or prior to the Closing Date, (ii) such as have been obtained and are in full force and effect under the Securities Act, (iii) for such consents, approvals, authorizations or orders as would not adversely affect the Underwriter and as would not have, either individually or in the aggregate, a material adverse effect on the ability of such Selling Stockholder to consummate the transactions contemplated hereby or thereby and (iv) such as may be required under applicable state securities or blue sky laws and from the NASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not conflict with, result in any a breach of, or constitute a Default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such Selling Stockholder, (ii) will not conflict with Stockholder or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to bound, any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any provision of its obligations under this Agreement, the Custody Agreement and the Power of Attorney applicable law or any of the transactions contemplated hereby judgment, order, decree or thereby, and (iii) will not result in any violation of any statute, law, regulation, order or decree regulation applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over such Selling Stockholder Stockholder, except for such consents that have been obtained or its propertiesother than such conflicts, breaches, or Defaults that, individually or in the aggregate, could not materially and adversely affect such Selling Stockholder's ability to consummate the transactions contemplated hereby. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), applicable state securities or blue sky laws and from the NASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement Power of Attorney and the Power of Attorney (i) will not result in any Default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any of its obligations under this Agreement, the Custody Agreement and the Power of Attorney or any of the transactions contemplated hereby or thereby, benefit and (iii) will not result in any violation of any statute, law, regulation, order or decree applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over such Selling Stockholder or its properties, except in the case of clauses (ii) and (iii), for any such Default that would not, individually or in the aggregate, have a material adverse effect on such Selling Stockholder or its ability to consummate the transactions contemplated hereby. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the NASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such the Selling Stockholder of, and the performance by such the Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not contravene or conflict with, result in any Default a breach of, or constitute a default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such the Selling Stockholder is a party or by which it is bound or under which it is entitled to bound, any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any provision of its obligations under this Agreement, the Custody Agreement and the Power of Attorney applicable law or any of the transactions contemplated hereby judgment, order, decree or thereby, and (iii) will not result in any violation of any statute, law, regulation, order or decree regulation applicable to such the Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over the Selling Stockholder, except to the extent that any such contravention, conflict, breach or default would not prevent or delay the Selling Stockholder’s ability to perform his obligations hereunder and would not give rise to any security interest, mortgage, pledge, lien, encumbrance or other adverse claim with respect to the Underwritten Shares to be sold by the Selling Stockholder or its propertiespursuant to this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, agency is required for the consummation by such the Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the NASDFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder Shareholder of, and the performance by such Selling Stockholder Shareholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not result in any Default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement laws or other organizational documents of such Selling StockholderShareholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any of its obligations under this Agreement, the Custody Agreement and the Power of Attorney or any of the transactions contemplated hereby or thereby, benefit and (iii) will not result in any violation of any statute, law, regulation, order or decree applicable to such Selling Stockholder Shareholder of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over such Selling Stockholder Shareholder or its properties, except in the case of clauses (ii) and (iii) as would not individually or in the aggregate be reasonably expected to impair in any material respect the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement, the Power of Attorney or the Custody Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder Shareholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the NASDFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such the Selling Stockholder of, and the performance by such the Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not contravene or conflict with, result in any Default a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to, (i) the charter or by-laws, limited partnership agreement, trust agreement or other organizational documents of such the Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any of its obligations under this Agreement, the Custody Agreement and the Power of Attorney or any of the transactions contemplated hereby or thereby, and (iii) will not result in any violation provision of applicable law or any statutejudgment, laworder, regulation, order decree or decree regulation applicable to such the Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over such the Selling Stockholder Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its propertiesobligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such the Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect may be required under the Securities Act, applicable state securities or blue sky laws and from the NASDFINRA and such other approvals as have been obtained on or prior to the date of this Agreement.

Non-Contravention; No Further Authorizations or Approvals Required. The execution execution, delivery and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder Shareholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not result in any Default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any of its obligations under this Agreement, the Custody Agreement and the Power of Attorney or any consummation of the transactions contemplated hereby or thereby, and (iii) will not result in contravene any violation provision of (i) any applicable statute, law, rule or regulation, (ii) the certificate of limited partnership, the limited partnership agreement, the certificate of formation or limited liability company agreement, as applicable, of such Selling Shareholder, (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, arbitrator agency or other authority court having jurisdiction over such Selling Stockholder or Shareholder, except, in the case of clauses (i), (iii) and (iv), where any such contravention would not reasonably be expected to have a material adverse effect on the ability of such Selling Shareholder to perform its properties. No obligations hereunder, and no consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for the consummation execution, delivery or performance by such Selling Stockholder Shareholder of this Agreement or consummation of the transactions contemplated in this Agreementhereby, except such as have been obtained or made and are in full force and effect may be required under the Securities Act, applicable state securities or blue sky laws in connection with the offer and from sale of the NASDSecurities or filing pursuant to Section 13(d) of the Exchange Act.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not result in any Default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability 's right and power to perform any sell, transfer and deliver good and valid title free and clear of its obligations under all liens, encumbrances, equities and claims, all of the Shares which may be sold by such Selling Stockholder pursuant to this Agreement, the Custody Agreement and the Power of Attorney or any of the transactions contemplated hereby or therebyto comply with its other obligations hereunder, and (iii) will not result in any violation of any statute, law, regulation, order or decree applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over such Selling Stockholder or its properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained by the Company or made and are in full force and effect under the Securities Act; provided, applicable however, no representation is made as to any state securities or foreign security laws, the blue sky laws and from of any jurisdiction or the NASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such the Selling Stockholder of, and the performance by such the Selling Stockholder of its obligations under, under this Agreement, the Custody Agreement and the Power of Attorney (i) will not contravene or conflict with, result in any a breach of, or constitute a Default under, or require the consent of any other party to, (i) the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such the Selling Stockholder, Stockholder or (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any of its obligations under this Agreement, the Custody Agreement and the Power of Attorney or any of the transactions contemplated hereby or thereby, and (iii) will not result in any violation provision of applicable law or any statutejudgment, laworder, regulation, order decree or decree regulation applicable to such the Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over the Selling Stockholder, except in the case of (ii) or (iii), for such contraventions, conflicts, breaches or Defaults as would not, individually or in the aggregate, impair in any material respect the Selling Stockholder or Stockholder’s ability to perform its propertiesobligations hereunder and thereunder. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such the Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect may be required under the Securities Act, applicable state securities or blue sky laws and from the NASDFINRA or as would not, individually or in the aggregate, impair in any material respect the Selling Stockholder’s ability to perform its obligations hereunder.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such the Selling Stockholder of, and the performance by such the Selling Stockholder of its obligations under, under this Agreement, the Custody Agreement and the Power of Attorney (i) will not contravene or conflict with, result in any a breach of, or constitute a Default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such the Selling Stockholder, (ii) will not conflict with Stockholder or constitute a breach of, or Default under, any other agreement or instrument to which such the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any provision of its obligations under this Agreement, the Custody Agreement and the Power of Attorney applicable law or any of the transactions contemplated hereby judgment, order, decree or thereby, and (iii) will not result in any violation of any statute, law, regulation, order or decree regulation applicable to such the Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over such the Selling Stockholder Stockholder, except as would not, individually or in the aggregate, materially interfere with the Selling Stockholder’s ability to perform its propertiesobligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such the Selling Stockholder of the transactions contemplated in this Agreement, except (i) such as have has been obtained or made and are in full force and effect (ii) such as may be required under the Securities Act, applicable state securities or blue sky laws and from the NASDFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such the Selling Stockholder of, and the performance by such the Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not contravene or conflict with, result in any a breach of, or constitute a Default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such the Selling Stockholder, (ii) will not conflict with Stockholder or constitute a breach of, or Default under, any other agreement or instrument to which such the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any provision of its obligations under this Agreement, the Custody Agreement and the Power of Attorney applicable law or any of the transactions contemplated hereby judgment, order, decree or thereby, and (iii) will not result in any violation of any statute, law, regulation, order or decree regulation applicable to such the Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over such the Selling Stockholder or its propertiesStockholder. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such the Selling Stockholder of the transactions contemplated in this Agreement, except (i) where the failure to obtain any such consent, approval, authorization or other order or to register or file, as the case may be, would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the Selling Stockholder’s ability to perform its obligations under this Agreement, and (ii) such as have been obtained or made and are in full force and effect may be required under the Securities Act, applicable state securities or blue sky laws and from the NASDNasdaq and the FINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder (or in the case of ARCC PCP L.P., by the general partner in respect of ARCC PCP L.P.) of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not contravene or conflict with, result in any a breach of, or constitute a Default under, or require the consent of any other party (except for any consent that has already been obtained) to, (i) the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach benefit or Default as would not adversely affect such Selling Stockholder’s ability to perform any of its obligations under this Agreement, the Custody Agreement and the Power of Attorney or any of the transactions contemplated hereby or thereby, and (iii) will not result in any violation provision of applicable law or any statutejudgment, laworder, regulation, order decree or decree regulation applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over such Selling Stockholder, except in the case of clauses (ii) or (iii), as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect or to effect the ability of such Selling Stockholder or its propertiesto execute, deliver and perform the actions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder of the transactions contemplated in this Agreement, except such as may have been obtained or made and are in full force and effect be required under the Securities Act, applicable state securities or blue sky laws and from the NASDFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the its Power of Attorney (i) will not contravene or conflict with, result in any a breach of, or constitute a Default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any provision of its obligations under this Agreement, the Custody Agreement and the Power of Attorney applicable law or any of the transactions contemplated hereby judgment, order, decree or thereby, and (iii) will not result in any violation of any statute, law, regulation, order or decree regulation applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over such Selling Stockholder Stockholder, except for any such contravention, conflict, breach or its propertiesDefault as to which the Company has obtained prior to the date hereof a valid waiver (a copy of which has been delivered to counsel for the Underwriters) and any such consent as has been obtained by the Company prior to the date hereof (a copy of which has been delivered to counsel for the Underwriters). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect under the Securities Act, Act or applicable state securities or blue sky laws and from the NASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not contravene or conflict with, result in any a breach of, or constitute a Default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement laws or other organizational documents of such Selling Stockholder, (ii) will not conflict with Stockholder or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any provision of its obligations under this Agreement, the Custody Agreement and the Power of Attorney applicable law or any of the transactions contemplated hereby judgment, order, decree or thereby, and (iii) will not result in any violation of any statute, law, regulation, order or decree regulation applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over such Selling Stockholder Stockholder, except for such violations, conflicts, Defaults or its propertiesbreaches as would not be reasonably expected to have, individually or in the aggregate, a material adverse effect on such Selling Stockholder’s ability to consummate the transactions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder of the transactions contemplated in this Agreement, Agreement except such as have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the NASDNASD and except where the failure to make any such filing or to obtain any such authorization, approval, consent, license, order, registration qualification or decree would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on such Selling Stockholder’s ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such the Selling Stockholder of, and the performance by such the Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not contravene or conflict with, result in any Default a breach of, or constitute a default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such the Selling Stockholder, (ii) will not conflict with Stockholder or constitute a breach of, or Default under, any other agreement or instrument to which such the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any provision of its obligations under this Agreement, the Custody Agreement and the Power of Attorney applicable law or any of the transactions contemplated hereby judgment, order, decree or thereby, and (iii) will not result in any violation of any statute, law, regulation, order or decree regulation applicable to such the Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over the Selling Stockholder, except for such contraventions, conflicts, breaches, defaults or consents that have been duly waived or would not be reasonably expected to adversely affect the consummation of the transactions contemplated by this Agreement or the ability of the Selling Stockholder or to perform its propertiesobligations hereunder. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such the Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the NASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such the Selling Stockholder of, and the performance by such the Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not contravene or conflict with, result in any Default a breach of, or constitute a default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such the Selling Stockholder, (ii) will not conflict with or constitute a breach ofto the extent applicable, or Default under, any other agreement or instrument to which such the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any provision of its obligations under this Agreement, the Custody Agreement and the Power of Attorney applicable law or any of the transactions contemplated hereby judgment, order, decree or thereby, and (iii) will not result in any violation of any statute, law, regulation, order or decree regulation applicable to such the Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over the Selling Stockholder, except for such contraventions, conflicts, breaches, defaults or consents that have been duly waived or would not be reasonably expected to adversely affect the consummation of the transactions contemplated by this Agreement or the ability of the Selling Stockholder or to perform its propertiesobligations hereunder. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such the Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the NASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such the Selling Stockholder of, and the performance by such the Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not contravene or conflict with, result in any a breach of, or constitute a Default under, or require the consent of any other party to, to (i) the charter or by-laws, partnership agreement, trust limited liability agreement or other organizational documents of such the Selling Stockholder, Stockholder (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any of its obligations under this Agreement, the Custody Agreement and the Power of Attorney or any of the transactions contemplated hereby or thereby, and (iii) will not result in any violation provision of applicable law or (iv) any statutejudgment, laworder, regulation, order decree or decree regulation applicable to such the Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over the Selling Stockholder; except in the case of clauses (ii), (iii) and (iv) hereof, for such contraventions, conflicts, breaches, or defaults as would not, individually or in the aggregate, impair in any material respect the Selling Stockholder or its propertiesStockholder’s ability to consummate the transactions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such the Selling Stockholder of the transactions contemplated in this Agreement, except (x) where the failure to obtain any such consent, approval, authorization or other order or to register or file, as the case may be, would not, individually or in the aggregate, impair in any material respect the Selling Stockholder’s ability to consummate the transactions contemplated by this Agreement, (y) such as have been obtained or made and are in full force and effect may be required under the Securities Act, applicable state securities or blue sky laws and from the NASDFINRA or (z) such as have already been obtained.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such the Selling Stockholder Stockholders of, and the performance by such each Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not contravene or conflict with, result in any Default a breach of, or constitute a default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such the applicable Selling Stockholder, (ii) will not conflict with Stockholder or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any provision of its obligations under this Agreement, the Custody Agreement and the Power of Attorney applicable law or any of the transactions contemplated hereby judgment, order, decree or thereby, and (iii) will not result in any violation of any statute, law, regulation, order or decree regulation applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over such Selling Stockholder Stockholder, except for such contraventions, conflicts, breaches, defaults or its propertiesconsents that have been duly waived or would not be reasonably expected to adversely affect the consummation of the transactions contemplated by this Agreement or the ability of the Selling Stockholders to perform their obligations hereunder. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such the Selling Stockholder Stockholders of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the NASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, and, with respect to the Custody Agreement and Management Selling Stockholder, the Power of Attorney (i) Notice, will not contravene or conflict with, result in any Default a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to, (i) the charter or by-laws, limited partnership agreement, trust agreement or other organizational documents of such the KKR Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except benefit including any such conflict, breach pledge of Offered Shares or Default as would not adversely affect such Selling Stockholder’s ability to perform any of its obligations under this Agreement, the Custody Agreement and the Power of Attorney or any of the transactions contemplated hereby or thereby, and (iii) will not result in any violation provision of applicable law or any statutejudgment, laworder, regulation, order decree or decree regulation applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over such Selling Stockholder Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact such Selling Stockholder’s ability to perform its propertiesobligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect may be required under the Securities Act, applicable state securities or blue sky laws and from the NASDFINRA and such other approvals as have been obtained on or prior to the date of this Agreement.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such the Selling Stockholder of, and the performance by such the Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not contravene or conflict with, result in any a breach of, or constitute a Default under, or require the consent of any other party to, to (i) the charter or by-laws, partnership agreement, trust limited liability agreement or other organizational documents of such the Selling Stockholder, Stockholder (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any of its obligations under this Agreement, the Custody Agreement and the Power of Attorney or any of the transactions contemplated hereby or thereby, and (iii) will not result in any violation provision of applicable law or (iv) any statutejudgment, laworder, regulation, order decree or decree regulation applicable to such the Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over the Selling Stockholder; except in the case of clauses (ii), (iii) and (iv) hereof, for such contraventions, conflicts, breaches, or defaults as would not, individually or in the aggregate, impair in any material respect the Selling Stockholder or its propertiesStockholder’s ability to consummate the transactions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such the Selling Stockholder of the transactions contemplated in this Agreement, except (x) where the failure to obtain any such consent, approval, authorization or other order or to register or file, as the case may be, would not, individually or in the aggregate, impair in any material respect the Selling Stockholder’s ability to consummate the transactions contemplated by this Agreement, (y) such as have been obtained or made and are in full force and effect may be required under the Securities Act, applicable state securities or blue sky laws and from the NASDFINRA or (z) such as have already been obtained.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (if applicable) (i) will not result in any Default under, or require the consent of any other party to, to the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such Selling StockholderStockholder (if applicable), (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any of its obligations under this Agreement, the Custody Agreement and the Power of Attorney or any of the transactions contemplated hereby or thereby, benefit and (iii) will not result in any violation of any statute, law, regulation, order or decree applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over such Selling Stockholder or its properties, except in the case of clauses (ii) and (iii) for such conflicts, breaches, Defaults or violations that would not materially and adversely affect the consummation by such Selling Stockholder of the transactions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the NASDFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder Shareholder of, and the performance by such Selling Stockholder Shareholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not contravene or conflict with, result in any a breach of, or constitute a Default under, or require the consent of any other party to, (i) the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such Selling StockholderShareholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any of its obligations under this Agreement, the Custody Agreement and the Power of Attorney or any of the transactions contemplated hereby or thereby, and (iii) will not result in any violation provision of applicable law or (iv) any statutejudgment, laworder, regulation, order decree or decree regulation applicable to such Selling Stockholder Shareholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over such Selling Stockholder Shareholder; except in the case of clauses (ii), (iii) and (iv) hereof, for such contraventions, conflicts, breaches, or its propertiesdefaults as would not, individually or in the aggregate, impair in any material respect such Selling Shareholder’s ability to consummate the transactions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder Shareholder of the transactions contemplated in this Agreement, except (x) where the failure to obtain any such consent, approval, authorization or other order or to register or file, as the case may be, would not, individually or in the aggregate, impair in any material respect such Selling Shareholder’s ability to consummate the transactions contemplated by this Agreement, (y) such as have been obtained or made and are in full force and effect may be required under the Securities Act, applicable state securities or blue sky laws and from the NASDFINRA or (z) such as have already been obtained.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder Stockholder, or such Selling Stockholder’s Attorney-in-Fact, as applicable, of, and the performance by such Selling Stockholder of its obligations under, this Agreement, and, with respect to the Custody Agreement and Management Selling Stockholders, the Power of Attorney (i) and Stock Power, will not contravene or conflict with, result in any Default a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to, (i) the charter or by-laws, limited partnership agreement, trust agreement or other organizational documents of such the KKR Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach benefit or Default as would not adversely affect such Selling Stockholder’s ability to perform any of its obligations under this Agreement, the Custody Agreement and the Power of Attorney or any of the transactions contemplated hereby or thereby, and (iii) will not result in any violation provision of applicable law or any statutejudgment, laworder, regulation, order decree or decree regulation applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over such Selling Stockholder Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact such Selling Stockholder’s ability to perform its propertiesobligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect may be required under the Securities Act, applicable state securities or blue sky laws and from the NASDFINRA and such other approvals as have been obtained on or prior to the date of this Agreement.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Pricing Agreement, the Custody Agreement and the its Power of Attorney (i) Attorney, the sale of the Shares to be sold by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions herein and therein contemplated, will not contravene or conflict with, result in any a breach of, or constitute a Default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any provision of its obligations under this Agreement, the Custody Agreement and the Power of Attorney applicable law or any of the transactions contemplated hereby judgment, order, decree or thereby, and (iii) will not result in any violation of any statute, law, regulation, order or decree regulation applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over such Selling Stockholder Stockholder, except for any such contravention, conflict, breach or its propertiesDefault as to which the Company has obtained prior to the date hereof a valid waiver (a copy of which has been delivered to counsel for the Underwriters) and any such consent as has been obtained by the Company prior to the date hereof (a copy of which has been delivered to counsel for the Underwriters). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect under the Securities Act, Act or applicable state securities or blue sky laws and from the NASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Pricing Agreement, the Custody Agreement and the its Power of Attorney (i) will not contravene or conflict with, result in any a breach of, or constitute a Default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any provision of its obligations under this Agreement, the Custody Agreement and the Power of Attorney applicable law or any of the transactions contemplated hereby judgment, order, decree or thereby, and (iii) will not result in any violation of any statute, law, regulation, order or decree regulation applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over such Selling Stockholder Stockholder, except for any such contravention, conflict, breach or its propertiesDefault as to which the Company has obtained prior to the date hereof a valid waiver (a copy of which has been delivered to counsel for the Underwriters) and any such consent as has been obtained by the Company prior to the date hereof (a copy of which has been delivered to counsel for the Underwriters). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect under the Securities Act, Act or applicable state securities or blue sky laws and from the NASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (if applicable) (i) will not result in any Default under, or require the consent of any other party to, to the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such Selling StockholderStockholder (if applicable), (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any of its obligations under this Agreement, the Custody Agreement and the Power of Attorney or any of the transactions contemplated hereby or thereby, benefit and (iii) will not result in any violation of any statute, law, regulation, order or decree applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over such Selling Stockholder or its properties, except in the case of clauses (ii) and (iii) for such conflicts, breaches, Defaults or violations that would not materially and adversely affect the consummation by such Selling Stockholder of the transactions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the NASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not contravene or conflict with, result in any a breach of, or constitute a Default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement laws or other organizational documents of such Selling Stockholder, (ii) will not conflict with Stockholder or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any provision of its obligations under this Agreement, the Custody Agreement and the Power of Attorney applicable law or any of the transactions contemplated hereby judgment, order, decree or thereby, and (iii) will not result in any violation of any statute, law, regulation, order or decree regulation applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over such Selling Stockholder Stockholder, except for such violations, conflicts, Defaults or its propertiesbreaches as would not be reasonably expected to have, individually or in the aggregate, a material adverse effect on such Selling Stockholder's ability to consummate the transactions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder of the transactions contemplated in this Agreement, Agreement except such as have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the NASDNASD and except where the failure to make any such filing or to obtain any such authorization, approval, consent, license, order, registration qualification or decree would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on such Selling Stockholder's ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder the Sellers of, and the performance by such Selling Stockholder the Sellers of its their obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not result in any Default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default default under, with or without notice or the passage of time, any other agreement or instrument to which such Selling Stockholder any of the Sellers is a party or by which it is any of the Sellers are or may be bound or under which it is any of the Sellers are or may be entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any of its obligations under this Agreement, the Custody Agreement and the Power of Attorney or any of the transactions contemplated hereby or thereby, and (iiiii) will not result in any violation of any statute, law, regulation, order or decree applicable to such Selling Stockholder the Sellers of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over such Selling Stockholder any of the Sellers or its their respective properties, except in the case of clauses (i) and (ii) as would not individually or in the aggregate be reasonably expected to impair in any material respect the ability of the Sellers to consummate the transactions contemplated by this Agreement, or (iii) will not result in the imposition or creation of any Lien upon or with respect to the Shares. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder any of the Sellers of the transactions contemplated in this Agreement, except such as (A) have been obtained or made in connection with the Sale and are in full force and effect and (B) will be obtained or made in connection with the underwritten offering contemplated in Section 5.2(a) hereof under the Securities Act, applicable state securities or blue sky laws and from FINRA and the NASDNasdaq Stock Market.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder Shareholder of, and the performance by such Selling Stockholder Shareholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not contravene or conflict with, result in any Default a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to, (i) the charter or by-lawscertificate of incorporation, limited partnership agreement, trust agreement or other organizational documents limited liability company agreement or similar organization document, as the case may be, of such Selling StockholderShareholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any of its obligations under this Agreement, the Custody Agreement and the Power of Attorney or any of the transactions contemplated hereby or thereby, and (iii) will not result in any violation provision of applicable law or any statutejudgment, laworder, regulation, order decree or decree regulation applicable to such Selling Stockholder Shareholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over such Selling Stockholder Shareholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, have a material adverse effect on such Selling Shareholder’s ability to perform its propertiesobligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder Shareholder of the transactions contemplated in this Agreement, except (A) such as have been obtained or made and are in full force and effect may be required under the Securities Act, applicable state securities or blue sky laws and from the NASDFINRA and such other approvals as have been or will be made or obtained on or prior to the Closing Date or (B) as would not, individually or in the aggregate, have a material adverse effect on such Selling Shareholder’s ability to perform its obligations under this Agreement.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not contravene or conflict with, result in any a breach of, or constitute a Default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such Selling Stockholder, (ii) will not conflict with Stockholder or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, except any such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any provision of its obligations under this Agreement, the Custody Agreement and the Power of Attorney applicable law or any of the transactions contemplated hereby judgment, order, decree or thereby, and (iii) will not result in any violation of any statute, law, regulation, order or decree regulation applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over such Selling Stockholder Stockholder, except in each case for such contraventions, conflicts, breaches, or Defaults as would not, individually or in the aggregate, impair in any material respect such Selling Stockholder’s ability to perform its propertiesobligations hereunder and thereunder. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder of the transactions contemplated in this Agreement, except (i) such as have been obtained or made and are in full force and effect may be required under the Securities Act, the Exchange Act, the rules and regulations of Nasdaq, applicable state or non-US jurisdiction securities or blue sky laws and from FINRA and (ii) such that, if not obtained or made, would not reasonably be expected to materially impair the NASDability of such Selling Stockholder to consummate the transactions contemplated by this Agreement.