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

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and 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, bylaws or other constitutive document of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is (i) not in violation of its chartermemorandum and articles of association and, bylaws or other constitutive document or as of the First Closing Date, will not be in violation of its amended and restated memorandum and articles of association (ii) as it may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property Company’s properties or assets of the Company or any of its subsidiaries is are subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would notcould not be reasonably expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, the Transaction Documents by Trust Agreement, the CompanySubscription Agreement, and the issuance and delivery of Sponsor Shares Purchase Agreement, the SecuritiesRegistration Rights Agreement, and the Insider Letter or the Administrative Services Agreement, consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws or other constitutive document Amended and Restated Memorandum and Articles of Association of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Company. 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 for, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Transaction Documents by Trust Agreement, the Company to Subscription Agreement, the extent a party theretoSponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the issuance Administrative Services Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities ActAct or Exchange Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, applicable securities laws of Inc. (the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesFINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company Company, the Operating Partnership nor any of its their respective subsidiaries is (i) in violation of its charterOrganizational Documents, bylaws or other constitutive document or (ii) in default (orin the performance or observance of any obligation, with the giving of notice agreement, covenant or lapse of time, would be in default) condition (“Default”) under contained in any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement or instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, each an “Existing Instrument”), exceptor (iii) in violation of any statute, in law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the case Company or such subsidiary or any of clause its Properties, as applicable, except with respect to clauses (ii) aboveand (iii), for such Defaults or violations as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. The Company’s and Operating Partnership’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby hereby, by the Registration Statement and by the Pricing Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions Organizational Documents of the charterCompany, bylaws or other constitutive document of the Company Operating Partnership or any subsidiaryof their respective subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, the Operating Partnership or any of its their subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances consents as would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation have been obtained by the Company of or the transactions contemplated herebyOperating Partnership, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company Company, the Operating Partnership or any subsidiary. On of their subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, the Operating Partnership or any of their subsidiaries or any of its or their properties, as applicable, except with respect to clauses (ii) and (iii), for such Defaults, violations, breaches or conflicts as of the date hereofwould not, no event has occurred individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s or the Operating Partnership’s execution, delivery and performance of this Agreement or in connection with the Transaction Documents by offering, issuance or sale of the Company to the extent a party thereto, Securities hereunder or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by this Agreement, except (A) the filing of a supplemental listing application with respect to the Shares by the Pricing Disclosure Package and Company with the ProspectusNYSE, except (B) such as have been obtained or made by the Company or the Operating Partnership and are in full force and effect (C) if required, under the Securities ActAct and applicable state securities or blue sky laws and (D) if required, applicable securities laws of from the several states of the United States or provinces of Canada. As used hereinFinancial Industry Regulatory Authority, a Inc. (“Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesFINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company Company, the Operating Partnership nor any of its their respective subsidiaries is (i) in violation of its charterOrganizational Documents, bylaws or other constitutive document or (ii) in default (orin the performance or observance of any obligation, with the giving of notice agreement, covenant or lapse of time, would be in default) condition (“Default”) under contained in any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement or instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, each an “Existing Instrument”), exceptor (iii) in violation of any statute, in law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the case Company or such subsidiary or any of clause its Properties, as applicable, except with respect to clauses (ii) aboveand (iii), for such Defaults or violations as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. The Company’s and Operating Partnership’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby hereby, by the Registration Statement and by the Pricing Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate requisite action and will not result in any violation Default under the Organizational Documents of the provisions of Company, the charter, bylaws or other constitutive document of the Company Operating Partnership or any subsidiaryof their respective subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, the Operating Partnership or any of its their subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances consents as would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation have been obtained by the Company of or the transactions contemplated herebyOperating Partnership, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company Company, the Operating Partnership or any subsidiary. On of their subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, the Operating Partnership or any of their subsidiaries or any of its or their properties, as applicable, except with respect to clauses (ii) and (iii), for such Defaults or violations as of the date hereofwould not, no event has occurred individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s or the Operating Partnership’s execution, delivery and performance of this Agreement or in connection with the Transaction Documents by offering, issuance or sale of the Company to the extent a party thereto, Securities hereunder or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by this Agreement, except (A) the filing of a supplemental listing application with respect to the Shares by the Pricing Disclosure Package and Company with the ProspectusNYSE, except (B) such as have been obtained or made by the Company or the Operating Partnership and are in full force and effect (C) if required, under the Securities ActAct and applicable state securities or blue sky laws and (D) if required, applicable securities laws of from the several states of the United States or provinces of Canada. As used hereinFinancial Industry Regulatory Authority, a Inc. (“Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesFINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is (i) not in violation of its charteramended and restated certificate of incorporation, bylaws or other constitutive document or and, as of the First Closing Date, will not be in violation of its second amended and restated certificate of incorporation (ii) as it may be amended from time to time, the “Amended and Restated Certificate of Incorporation”), and is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property Company’s properties or assets of the Company or any of its subsidiaries is are subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would notcould not be reasonably expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, the Transaction Documents by Trust Agreement, the CompanyWarrant Agreement, and the issuance and delivery of Subscription Agreement, the SecuritiesForward Purchase Agreements, and the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement or the Insider Letter, consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws or other constitutive document Amended and Restated Certificate of Incorporation of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Company. 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 for, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Transaction Documents by Trust Agreement, the Company to Warrant Agreement, the extent a party theretoSubscription Agreement, the Forward Purchase Agreements, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, or the issuance Insider Letter and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities ActAct or Exchange Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, applicable securities laws of Inc. (the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesFINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under its charter, by-laws or other organizational documents, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”)) or (iii) in violation of any statute, exceptlaw, in rule, regulation, judgment, order or decree of any Governmental Entity having jurisdiction over the case Company or such subsidiary or any of their respective property or assets, as applicable, except with respect to clause (ii) aboveonly, for such Defaults as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, the Transaction Documents by the Company, Indenture and the issuance and delivery of the Securities, Notes and consummation of the transactions contemplated hereby and thereby and or thereby, by the Pricing Disclosure Package and or by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of Default under the charter, bylaws by-laws or other constitutive document organizational documents of the Company or any subsidiaryof its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company or any subsidiary. On and of its subsidiaries of any Governmental Entity having jurisdiction over the Company or any of its subsidiaries or any of their respective property or assets, except with respect to clause (ii) only, for such Defaults or Debt Repayment Triggering Events as of the date hereofwould not, no event has occurred individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency Governmental Entity is required for the Company’s execution, delivery and performance of this Agreement, the Transaction Documents by the Company to the extent a party thereto, Indenture or the issuance and delivery of the Securities, Notes or consummation of the transactions contemplated hereby and thereby and or thereby, by the Pricing Disclosure Package and or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect or as may be required under the Securities Act, applicable state securities laws of and from the several states of the United States or provinces of CanadaFinancial Industry Regulatory Authority (“FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither None of the Company nor any Main Street Entities are in violation of its subsidiaries is or default under (i) in violation of its their respective charter, bylaws by-laws, or other constitutive document or any similar organizational document; (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument instrument, and any supplements or amendments thereto and including any Portfolio Company Agreement to which the Company or any of its subsidiaries is they are a party or by which it or any of them may be bound, bound or to which any of the property properties or assets are subject; and (iii) any statute, law, rule, regulation, judgment, order or decree of the Company any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over them or any of its subsidiaries is subject (eachtheir properties, an “Existing Instrument”)as applicable, except, in the case of clause except with respect to clauses (ii) aboveand (iii) herein, for such Defaults violations or defaults as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. No person has the right to act as an underwriter or as a financial advisor to the Company in connection with or by reason of the offer and sale of the Shares contemplated hereby. The execution, delivery and performance of the Transaction Documents this Agreement by the Company, Company and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action action, have been effected in accordance with the 1940 Act and will not result in any violation of the provisions of the charter, charter or bylaws or other constitutive document of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing Instrumentexisting instrument, except for such conflicts, breaches, Defaultsdefaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Effect 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Company. 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 execution, delivery and performance of the Transaction Documents this Agreement by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have already been obtained or made by the Company and are in full force and effect under the Securities Act1933 Act and the 1940 Act and such as may be required under any applicable state securities or blue sky laws, applicable securities laws from the Financial Industry Regulatory Authority, Inc. (“FINRA”) or under the rules and regulations of the several states of the United States or provinces of Canada. As used herein, a New York Stock Exchange (“Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesNYSE”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither None of the Company nor or any of its subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default under (or, with the giving of notice or lapse of timetime or both, would be in default) (“Default”) its articles of incorporation, charter, by-laws, limited liability company agreement or limited partnership agreement, as applicable, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company it or any of its subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company it or any of its subsidiaries is subject (each, an “Existing Instrument”)) or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of their properties, as applicable, except, in the case of clause with respect to clauses (ii) aboveand (iii) only, for such Defaults or violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The execution, delivery and performance of the Transaction Documents by the Company, Company of this Agreement and the issuance and delivery of the Securities, Indenture and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action by the Company and will not result in any violation Default under the articles of the provisions of the incorporation, charter, bylaws by-laws, limited liability company or other constitutive document limited partnership agreement of the Company or any subsidiaryof its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company or any subsidiary. On of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of their respective properties except, with respect to clauses (ii) and (iii) only, for such conflicts, breaches, Defaults, Debt Repayment Triggering Events or violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)transactions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, of this Agreement or the issuance and delivery of the Securities, Indenture or consummation of the transactions contemplated hereby (including the issuance and thereby and by sale of the Pricing Disclosure Package and the ProspectusSecurities), except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, and except for such consents, approvals, authorizations, orders, registrations or filings as may be required under applicable state securities or blue sky laws of the several states of the United States or provinces of Canadaforeign securities laws. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by the Company or any of its subsidiaries, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (ia) in violation of its chartercharter or by-laws or similar organizational documents, bylaws or other constitutive document or (iib) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it the Company or any of them its subsidiaries may be bound, or to which any of the their respective property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse ChangeEffect or that would reasonably be expected to adversely affect the consummation of the offering of the Securities or any of its obligations under this Agreement, or (c) in violation of any law, administrative regulation or administrative or court decree applicable to the Company, except for such violations as would not, individually or in the aggregate, result in a Material Adverse Effect or that would reasonably be expected to adversely affect the consummation of the offering of the Securities or any of its obligations under this Agreement. The execution, delivery and performance of the Transaction Documents this Agreement by the Company, Company and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby herein and thereby and by in the Pricing Registration Statement, the General Disclosure Package and the Prospectus (iA) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws Amended and Restated Certificate of Incorporation or other constitutive document by-laws of the Company or any subsidiaryCompany, (iiB) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets asset of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, to any Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, and (iiiC) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary. On and as Company, except, in the case of the date hereofclauses (B) and (C), no event has occurred for such conflicts, breaches, Defaults, liens, charges, encumbrances or is continuing which constitutesviolations as would not, individually or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency having jurisdiction over the Company or any of its subsidiaries or any of their properties, is required for (A) the execution, delivery and performance of the Transaction Documents this Agreement by the Company to and (B) the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectusherein, except (1) such as have been will be obtained or made by the Company and are in full force and effect under the Securities 1933 Act, applicable state securities or blue sky laws of and (2) as shall have been obtained or made prior to the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesClosing Time.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and the Transaction Documents by the CompanyIndenture, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Information and 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, bylaws or other constitutive document of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing Instrument, except for such conflicts, breaches, Defaults, Debt Repayment Triggering Events, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated herebyChange, 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. On and as of the date hereof, no event has occurred except, for any violations that would not, individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)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 or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or the Transaction Documents by the Company to the extent a party theretoIndenture, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Information and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under or will be obtained or made and will be in full force and effect by the Securities Act, applicable securities laws Closing Date by or on behalf of the several states of the United States or provinces of CanadaCompany. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariessubsidiaries prior to any date currently scheduled therefor.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is (i) not in violation of its chartercertificate of incorporation and, bylaws or other constitutive document or as of the First Closing Date, will not be in violation of its amended and restated certificate of incorporation (ii) as it may be amended from time to time, the “Amended and Restated Certificate of Incorporation”), and is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property Company’s properties or assets of the Company or any of its subsidiaries is are subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would notcould not be reasonably expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, the Transaction Documents by Trust Agreement, the CompanySubscription Agreement, and the issuance and delivery of Sponsor Shares Purchase Agreement, the SecuritiesRegistration Rights Agreement, and the Insider Letter or the Administrative Services Agreement, consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws or other constitutive document Amended and Restated Certificate of Incorporation of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Company. 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 for, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Transaction Documents by Trust Agreement, the Company to Subscription Agreement, the extent a party theretoSponsor Shares Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the issuance Administrative Services Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities ActAct or Exchange Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, applicable securities laws of Inc. (the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesFINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither None of the Company Issuer nor any of its the subsidiaries of the Issuer is (i) in violation of its charter, bylaws charter or by-laws or other similar constitutive document documents, except, in the case of subsidiaries of the Issuer, for such violations as would not, individually or (ii) in the aggregate, result in a Material Adverse Change. None of Prologis, the Issuer nor any of the subsidiaries of the Issuer is in default (or, with the giving of notice or lapse of timetime or both, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which Prologis, the Company Issuer or any of its the subsidiaries of the Issuer is a party or by which it or any of them may be bound, or to which any of the property or assets of Prologis, the Company Issuer or any of its the subsidiaries of the Issuer is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Issuer’s execution, delivery and performance of this Agreement and the Transaction Documents by the CompanyIndenture, and the respective execution, issuance and delivery of the Securities, and the consummation of the transactions contemplated hereby and thereby hereby, by the Indenture and by the Pricing Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action or other action, as the case may be, and will not result in any violation of the provisions of the charter, bylaws charter or by-laws or other similar constitutive document documents of the Company Issuer or any subsidiaryof the subsidiaries of the Issuer, except, in the case of subsidiaries of the Issuer that are not Significant Subsidiaries, for such violations as would not, individually or in the aggregate, materially adversely affect the Issuer’s ability to consummate the transactions contemplated by this Agreement or the Indenture, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Issuer or any of its the subsidiaries of the Issuer pursuant to, or require the consent of any other party to, any Existing 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 or materially adversely affect the consummation by the Company of Issuer’s ability to consummate the transactions contemplated hereby, by this Agreement or the Indenture and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company Issuer or any subsidiary. On and as of the date hereofsubsidiaries of the Issuer, no event has occurred except for such violation as would not, individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the aggregate, result in a Material Adverse Change or materially adversely affect the Issuer’s ability to consummate the transactions contemplated by this Agreement or the Indenture). 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 Issuer’s execution, delivery and performance of this Agreement or the Transaction Documents by the Company to the extent a party theretoIndenture, or the execution, issuance and delivery of the Securities, Securities or the consummation of the transactions contemplated hereby and or thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company Issuer and are in full force and effect under the Securities Act, the Trust Indenture Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”) or the failure of which to obtain would not have a material adverse effect on the consummation of the several states of transactions contemplated by this Agreement or the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesIndenture.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in breach or violation of its certificate or articles of incorporation, charter, bylaws bylaws, limited liability company agreement, certificate or agreement of limited or general partnership, memorandum and articles of association, or other constitutive document or similar organizational documents, as the case may be, of such entity, (ii) in breach of or in default (or, with the giving of notice or lapse of timetime or both, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of their properties, as applicable, except, in the case of clause with respect to clauses (ii) aboveand (iii) only, for such breaches, violations or Defaults as that would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby and or by the Pricing Disclosure Package Registration Statement and the Prospectus (including the issuance and sale of the Placement Shares and the use of the proceeds from the sale of the Placement Shares as described in the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any breach or violation of the provisions certificate or articles of the incorporation, charter, bylaws bylaws, limited liability company agreement, certificate or agreement of limited or general partnership, memorandum and articles of association, or other constitutive document similar organizational documents, as the case may be, of the Company or any subsidiaryof its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge charge, claim 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 Existing Instrument, except and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except, with respect to clauses (ii) and (iii) only, for such conflicts, breaches, Defaults, liens, charges Debt Repayment Triggering Events or encumbrances as violations that would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of CanadaChange. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) ), issued by the Company, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesSignificant Subsidiaries. Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body necessary in connection with the execution and delivery by the Company of this Agreement and the performance of the Company of the transactions herein contemplated has been obtained or made and is in full force and effect, except (i) such additional steps as may be required by the bylaws and rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or (ii) such additional steps as may be necessary to qualify the Common Stock for sale by the Sales Agent under state securities or Blue Sky laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company Issuer nor any of its subsidiaries the Issuer’s Significant Subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under its charter or by-laws, or (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company Issuer or any of its subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company Issuer or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of with respect to clause (ii) aboveonly, for such Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The execution, delivery and performance of the Transaction Documents by the CompanyIssuer, and the issuance and delivery of the SecuritiesNotes, and consummation of the transactions contemplated hereby and thereby thereby, by the Registration Statement, the General Disclosure Package and by the Pricing Disclosure Package and the Prospectus (iA) have been duly authorized by all necessary corporate action and will not result in any violation Default under the charter or by-laws of the provisions Issuer or any Significant Subsidiary of the charter, bylaws or other constitutive document of the Company or any subsidiaryIssuer, (iiB) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Issuer or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing InstrumentInstrument and (C) will not result in any violation of any statute, except law, rule, regulation, judgment, order or decree applicable to the Issuer or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Issuer or any of its subsidiaries or any of its or their properties, except, with respect to clauses (B) and (C) only, for such conflicts, breaches, Defaults, Debt Repayment Triggering Events, liens, charges charges, encumbrances, consents or encumbrances violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesChange.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither None of the Company nor or any of its subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default under (or, with the giving of notice or lapse of timetime or both, would be in default) (“Default”) its articles of incorporation, charter, by-laws, limited liability company agreement or limited partnership agreement, as applicable, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company it or any of its subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company it or any of its subsidiaries is subject (each, an “Existing Instrument”)) or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of their properties, as applicable, except, in the case of clause with respect to clauses (ii) aboveand (iii) only, for such Defaults or violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The execution, delivery and performance of the Transaction Documents by the Company, Company of this Agreement and the issuance and delivery of the Securities, Indenture and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action by the Company and will not result in any violation Default under the articles of the provisions of the incorporation, charter, bylaws by-laws, limited liability company or other constitutive document limited partnership agreement of the Company or any subsidiaryof its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company or any subsidiary. On of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of their respective properties except, with respect to clauses (ii) and (iii) only, for such conflicts, Defaults, Debt Repayment Triggering Events or violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)transactions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, of this Agreement or the issuance and delivery of the Securities, Indenture or consummation of the transactions contemplated hereby (including the issuance and thereby and by sale of the Pricing Disclosure Package and the ProspectusSecurities), except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, and except for such consents, approvals, authorizations, orders, registrations or filings as may be required under applicable state securities or blue sky laws of the several states of the United States or provinces of Canadaforeign securities laws. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by the Company or any of its subsidiaries, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, charter or bylaws or other constitutive document similar organizational documents or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The execution, delivery and performance of the Transaction Documents by the CompanyCompany of this Agreement, and the issuance and delivery sale of the Securities, Shares by the Company and the consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus this Agreement (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, charter or bylaws or other constitutive document similar organizational documents of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 (other than liens securing the Senior Secured Credit Facilities) pursuant to, or require the consent of any other party to, any Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument 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. On , except, in the case of clauses (ii) and (iii) above, as would not, individually or in the aggregate, result in a Material Adverse Change or would reasonably be expected to adversely affect the consummation of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)transactions contemplated by this Agreement. 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 Company’s execution, delivery and performance of this Agreement, the Transaction Documents issuance and sale of the Shares by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby hereby, except for the registration of the Shares under the Securities Act and thereby such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Pricing Disclosure Package Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the Prospectus, except such as purchase and distribution of the Shares by the Underwriter or that have been obtained on or made by prior to the Company and are in full force and effect under the Securities Act, applicable securities laws date of the several states of the United States or provinces of Canadathis Agreement. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, the indentures governing the Company’s 6.125% Senior Secured Notes due 2028, 0.750% Convertible Senior Notes due 2025 and 0% Convertible Senior Notes due 2027), or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, for such Defaults as would not, individually singly or in the aggregate, result in a Material Adverse ChangeChange for the Company and its subsidiaries, taken as a whole. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, Shares and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus (iA) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws or other constitutive document of the Company or any subsidiary, (iiB) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges charges, encumbrances or encumbrances required consents as would not, individually not singly or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation by for the Company of the transactions contemplated herebyand its subsidiaries, taken as a whole and (iiiC) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is (i) not in violation of its charter, charter or bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries it is a party or by which it or any of them it may be boundbound (including, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”)), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and 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, charter or bylaws or other constitutive document of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Company. 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 Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained the registration or made by qualification of the Company Units, Common Stock and are in full force and effect Warrants under the Securities Act, Act and applicable state securities or blue sky laws of and from the several states of Financial Industry Regulatory Authority (the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesFINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is not (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under its charter or by-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”)) or (iii) in violation of any statute, exceptlaw, in rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the case Company or any of clause its properties, as applicable, except with respect to clauses (ii) aboveand (iii) only, for such Defaults as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby hereby, by the Disclosure Package and by the Pricing Disclosure Package Prospectus (including the issuance and sale of the Units and the use of proceeds from the sale of the Units and the Common Stock and Warrants to be sold pursuant to the Private Placement Agreement as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and with its obligations under the Private Placement Agreement (i) have been duly authorized by all necessary corporate action and will not result in any Default under or violation of the provisions charter or by-laws of the charter, bylaws or other constitutive document of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing Instrument, Instrument (except for such conflicts, breaches, Defaults, breaches or Defaults or liens, charges changes or encumbrances as that would not, individually or in the aggregate, not result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated herebyEffect), and (iii) will not result in any violation of the provisions of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time its properties (except for such violations that would constitute, an Event of Default (as defined not result in the Indenturea Material Adverse Effect). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and hereby, by the Pricing Disclosure Package and by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws of and from the several states of NASD, Inc. (the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesNASD”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is not (i) in violation of its chartermemorandum and articles of association, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property its properties or assets of the Company or any of its subsidiaries is are subject (each, an “Existing Instrument”)) by virtue of the Company’s entry into this Agreement, except, in the case of clause (ii) above, except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, the Transaction Documents by Representative’s Warrant Agreement, the Company, Representative’s Warrant and each Lock-Up Agreement and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the Prospectus issuance and sale of the Public Shares (including the use of proceeds from the sale thereof as described in the Registration Statement, the Pricing Disclosure Package or 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, bylaws or other constitutive document memorandum and articles of association of the Company or any subsidiary, Company; (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereofCompany, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined except in the Indenturecase of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. 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 Company’s execution, delivery and performance of this Agreement, the Transaction Documents by Representative’s Warrant Agreement, the Company to the extent a party thereto, or the issuance Representative’s Warrant and delivery of the Securities, or each Lock-Up Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Pricing Disclosure Package and or the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws of or FINRA or the several states of the United States or provinces of CanadaExchange. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesCompany.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is (i) not in violation of its charter, charter or bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries it is a party or by which it or any of them it may be boundbound (including, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”)), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and 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, charter or bylaws or other constitutive document of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Company. 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 Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained the registration or made by qualification of the Company Units, Common Stock and are in full force and effect Class C Warrants under the Securities Act, Act and applicable state securities or blue sky laws of and from the several states of Financial Industry Regulatory Authority (the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesFINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither None of the Company nor any Fidus Entities are in violation of its subsidiaries is or default under (i) in violation of its their respective charter, bylaws by-laws or other constitutive document or any similar organizational documents, each as amended from time to time, (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument instrument, including any Portfolio Company Agreement to which the Company or any of its subsidiaries is they are a party or by which it or any of them may be bound, bound or to which any of the property their properties or assets are subject, and (iii) any statute, law, rule, regulation, judgment, order or decree of the Company any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over them or any of its subsidiaries is subject (eachtheir properties, an “Existing Instrument”)as applicable, except, in the case of clause except with respect to clauses (ii) aboveand (iii) herein, for such Defaults violations or defaults as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. Except for the Underwriters named in Schedule A hereto, no person has the right to act as an underwriter or as a financial advisor to the Company in connection with or by reason of the offer and sale of the Shares contemplated hereby. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securitiesthis Agreement, and consummation of the transactions contemplated hereby and thereby and by the Pricing Prospectus and the Disclosure Package (including the issuance and sale of the Shares and the use of the net proceeds from the sale of the Shares as described in the Prospectus and the Disclosure Package) (i) have been duly authorized by all necessary corporate action action, have been effected in accordance with Section 23(b) of the 1940 Act (subject to the provisions applicable to BDCs under, and pursuant to Section 63 of the 1940 Act), as applicable, and will not result in any violation of the provisions of the charter, charter or bylaws or other constitutive document of the Company or any subsidiaryCompany, (ii) does not and will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing Instrumentexisting instrument, except for such conflicts, breaches, Defaultsdefaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Effect and (iii) does not and will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company Company, except for such violations that would not, individually or any subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, result in a Material Adverse Effect. 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 Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, this Agreement or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Prospectus and the ProspectusDisclosure Package, except such as have already been obtained or made under the 1933 Act and the 1940 Act and such as may be required by the Company and are in full force and effect Nasdaq Global Select Market or the Financial Industry Regulatory Authority (“FINRA”) or under the Securities Act, any applicable state securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesblue sky laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither None of the Company nor any Main Street Entities are in violation of its subsidiaries is or default under (i) in violation of its their respective charter, bylaws by-laws, or other constitutive document or any similar organizational document; (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument instrument, including any Portfolio Company Agreement to which the Company or any of its subsidiaries is they are a party or by which it or any of them may be bound, bound or to which any of the property properties or assets are subject; and (iii) any statute, law, rule, regulation, judgment, order or decree of the Company any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over them or any of its subsidiaries is subject (eachtheir properties, an “Existing Instrument”)as applicable, except, in the case of clause except with respect to clauses (ii) aboveand (iii) herein, for such Defaults violations or defaults as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. No person has the right to act as an underwriter or as a financial advisor to the Company in connection with or by reason of the offer and sale of the Shares contemplated hereby. The execution, delivery and performance of the Transaction Documents this Agreement by the Company, Company and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Prospectus and the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action action, have been effected in accordance with Section 23(b) of the 1940 Act (subject to the provisions applicable to BDCs under, and pursuant to Section 63 of the ▇▇▇▇ ▇▇▇) and will not result in any violation of the provisions of the charter, charter or bylaws or other constitutive document of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing Instrumentexisting instrument, except for such conflicts, breaches, Defaultsdefaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Effect 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Company. 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 execution, delivery and performance of the Transaction Documents this Agreement by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Prospectus and the ProspectusDisclosure Package, except such as have already been obtained or made by the Company and are in full force and effect under the Securities Act1933 Act and the 1940 Act and such as may be required under any applicable state securities or blue sky laws, applicable securities laws from the Financial Industry Regulatory Authority, Inc. (“FINRA”) or under the rules and regulations of the several states of the United States or provinces of Canada. As used herein, a New York Stock Exchange (“Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesNYSE”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is not (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under its charter or by-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”)) or (iii) in violation of any statute, exceptlaw, in rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the case Company or any of its properties, as applicable, except with respect to clause (ii) aboveonly, for such Defaults as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby hereby, by the Registration Statement, by the Disclosure Package and by the Pricing Disclosure Package Prospectus (including the issuance and sale of the Units and the use of proceeds from the sale of the Units and the Common Stock and Warrants to be sold pursuant to the Private Placement Agreement as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and with its obligations under the Private Placement Agreement (i) have been duly authorized by all necessary corporate action and will not result in any violation Default under the charter or by-laws of the provisions of the charter, bylaws or other constitutive document of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing Instrument, Instrument (except for such conflicts, breaches, Defaults, breaches or Defaults or liens, charges changes or encumbrances as that would not, individually or in the aggregate, not result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated herebyEffect), and (iii) will not result in any violation of the provisions of its charter or by-laws, any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)its properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and hereby, by the Pricing Registration Statement, by the Disclosure Package and by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws of and from the several states of NASD, Inc. (the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesNASD”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither None of the Company Company, the Operating Partnership, nor any of its their subsidiaries is (i) in violation of its partnership agreement, charter, bylaws bylaws, or other constitutive document limited liability company agreement or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company Company, the Operating Partnership or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Operating Partnership, the Company or any of its their subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse ChangeEffect. The Company’s and the Operating Partnership’s execution, delivery and performance of the Transaction Documents by the CompanyEquity Distribution Agreements or of any Terms Agreement or Alternative Terms Agreement, and the issuance and delivery of the SecuritiesShares, and consummation of the transactions contemplated hereby and thereby by the Equity Distribution Agreements and by the Pricing Disclosure Package Prospectus and the Prospectus by any Terms Agreement or Alternative Terms Agreement (i) have been or will be duly authorized by all necessary partnership or corporate action action, as applicable, and will not result in any violation of the provisions of the partnership agreement, charter, bylaws or other constitutive document limited liability company agreement of the Company Company, the Operating Partnership or any subsidiaryof their subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, the Operating Partnership or any of its their subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, DefaultsDefaults or Debt Repayment Triggering Events, or liens, charges or encumbrances as that would not, individually or in the aggregate, not result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated herebyEffect, and (iii) will not result in any violation of any law, statute, administrative regulation or administrative or court decree applicable to the Company Company, the Operating Partnership or any subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except for such as have been obtained or made by the Company and are violations that would not result in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canadaa Material Adverse Effect. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Company, the Operating Partnership, or any of its their subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is (i) not in violation of its charter, bylaws amended and restated memorandum and articles of association or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries it is a party or by which it or any of them may be boundbound (including, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property or assets of the Company or any of its subsidiaries is are subject (each, an “Existing Instrument”)), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Company, this Agreement and the issuance and delivery of the Securities, Deposit Agreement and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and 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, bylaws or other constitutive document memorandum and articles of association of the Company or any subsidiaryCompany, as amended and restated, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument 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. On and as of the date hereofCompany, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined except in the Indenturecase of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse Effect. 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 Company’s execution, delivery and performance of this Agreement and the Transaction Documents by the Company to the extent a party thereto, or the issuance Deposit Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained the registration or made by qualification of the Company and are in full force and effect ADSs under the Securities Act, applicable securities laws the registration of the several states Ordinary Shares and the ADSs under the Exchange Act, and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority Inc. (“FINRA”). The application of the United States or provinces net proceeds from the offering of Canada. As used hereinthe ADSs, a “Debt Repayment Triggering Event” means any event or condition which gives, or with as described in the giving of notice or lapse of time would giveRegistration Statement, the holder Disclosure Package and the Prospectus, will not (i) contravene any provision of any note, debenture current and applicable laws or other evidence the current constituent documents of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary or the VIE (defined as below), (ii) contravene the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of its subsidiariestrust, loan agreement, note, lease or other agreement or instrument currently binding upon the Company or any Subsidiary or the VIE or (iii) contravene or violate the terms or provisions of any governmental authorization applicable to any of the Company or any Subsidiary or the VIE.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is (i) not in violation of its charter, charter or bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries it is a party or by which it or any of them may be boundbound (including, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”)), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and 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, charter or bylaws or other constitutive document of the Company or any subsidiary, Company; (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Company. 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 Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained the registration or made by qualification of the Company and are in full force and effect Shares under the Securities ActAct and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, applicable securities laws of Inc. (the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesFINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither The execution and delivery by the Company nor of this Agreement, the Paying Agency Agreement, the Indenture and the Notes (collectively, the “Operative Instruments”), and the consummation by the Company of the transactions contemplated thereby, including the issuance and sale of the Notes, (A) will not violate or conflict with or result in any contravention of any provision of the General Corporation Law of the State of Delaware (the “DGCL”), (B) will not conflict with the charter or by-laws of the Company, (C) will not constitute a violation of, or a breach or default under the laws of any agreement, contract, bond, indenture or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or that would materially affect the power or ability of the Company to perform its obligations under the Operative Instruments or to consummate any of the transactions contemplated by the Disclosure Package, the Prospectus or the Operative Instruments, (iD) will not violate or conflict with, or result in violation any contravention of, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary of the Company, except for a violation, conflict or contravention which would not, individually or in the aggregate, have a Material Adverse Effect, (E) do not and will not result in the imposition of any lien, charge or encumbrance upon any assets of the Company or any of its chartersubsidiaries, bylaws pursuant to the terms of any agreement or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it any of them or any of them may be their respective properties is bound, except for any liens, charges or to encumbrances which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, for such Defaults as would not, individually or in the aggregate, result in have a Material Adverse Change. The execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and 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, bylaws or other constitutive document of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated herebyEffect, and (iiiF) will do not result in require any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing qualification with, any court governmental body or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectusagency, except such as have been obtained or made may be required by the Company and are in full force and effect under securities or Blue Sky laws of the various states, the Securities Act, applicable the Exchange Act, the Trust Indenture Act and the securities laws of the several states of any jurisdiction outside the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition in which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesNotes are offered.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, the indentures governing the Company’s 0.625% Convertible Senior Notes due 2028, 0% Convertible Senior Notes due 2029, 0% Convertible Senior Notes due 2030, 0.625% Convertible Senior Notes due 2030, 0.875% Convertible Senior Notes due 2031 and 2.25% Convertible Senior Notes due 2032), or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, for such Defaults as would not, individually singly or in the aggregate, result in a Material Adverse ChangeChange for the Company and its subsidiaries, taken as a whole. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, Shares and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus (iA) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws or other constitutive document of the Company or any subsidiary, (iiB) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges charges, encumbrances or encumbrances required consents as would not, individually not singly or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation by for the Company of the transactions contemplated herebyand its subsidiaries, and taken as a whole, (iiiC) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary. On subsidiary and as of the date hereof, (D) no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing qualification with, any governmental body, agency or court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to of its obligations under this Agreement, the extent a party theretoCertificate of Designations and the Preferred Shares, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and except (i) such as may be required by the Pricing Disclosure Package Financial Industry Regulatory Authority, Inc. (“FINRA”) and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities or Blue Sky laws of the several various states in connection with the offer and sale of the United States Shares or provinces (ii) for any law or regulation applicable to the filing of Canadathe Certificate of Designations with the Secretary of State of the State of Delaware. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, the Transaction Documents by Registration Rights Agreement, the CompanyIndenture and each of the Collateral Documents, and the issuance and delivery of the Securities and the issuance of the Exchange Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus Offering Memorandum (ix) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws or other constitutive document of the Company or any subsidiaryof its subsidiaries, (iiy) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, and (iiiz) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)its subsidiaries. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for (A) the Company’s execution, delivery and performance of this Agreement, the Transaction Documents by Registration Rights Agreement, the Company to Indenture or any of the extent a party theretoCollateral Documents, or (B) the issuance and delivery of the Securities, or (C) consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and Offering Memorandum, except: (1) with respect to the Prospectus, except such as have been obtained or made by the Company and are in full force and effect Exchange Securities under the Securities Act and the Trust Indenture Act, applicable as contemplated by the Registration Rights Agreement and (2) such as may be required by the securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesStates.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws articles of continuance or other constitutive document or (ii) by‑laws and is not in default (ornor, with the giving of notice or lapse of time, would it be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property its properties or assets of the Company or any of its subsidiaries is are subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would notcould not reasonably be expected, individually or in the aggregate, result in to have a material adverse effect on the condition (financial or otherwise), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries taken together (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement, the Transaction Documents by the CompanyPre-Funded Warrants, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) and the Warrant Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws articles of continuance or other constitutive document by‑laws of the Company or any subsidiaryof its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument 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. On of its subsidiaries, except for such conflicts, breaches, Defaults or Debt Repayment Triggering Events or liens, charges, encumbrances or violations specified in subsection (ii) and as of the date hereof(iii) above that could not, no event has occurred individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, reasonably be expected to have a Material Adverse Effect. 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 Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except for the filing of the Final Prospectus Supplement and the accompanying Current Report on Form 8-K or such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable Canadian securities laws of and such as may be required under applicable state securities or blue sky laws, applicable Canadian securities laws, Industry Canada, the several states of the United States Financial Industry Regulatory Authority, Inc. (“FINRA”) or provinces of CanadaNasdaq. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in breach or violation of its certificate or articles of incorporation, charter, bylaws bylaws, limited liability company agreement, certificate or agreement of limited or general partnership, memorandum and articles of association, or other constitutive document or similar organizational documents, as the case may be, of such entity, (ii) in breach of or in default (or, with the giving of notice or lapse of timetime or both, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of their properties, as applicable, except, in the case of clause with respect to clauses (ii) aboveand (iii) only, for such breaches, violations or Defaults as that would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby and or by the Pricing Disclosure Package Registration Statement and the Prospectus (including the issuance and sale of the Placement Shares and the use of the proceeds from the sale of the Placement Shares as described in the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any breach or violation of the provisions certificate or articles of the incorporation, charter, bylaws bylaws, limited liability company agreement, certificate or agreement of limited or general partnership, memorandum and articles of association, or other constitutive document similar organizational documents, as the case may be, of the Company or any subsidiaryof its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge charge, claim 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 Existing Instrument, except and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except, with respect to clauses (ii) and (iii) only, for such conflicts, breaches, Defaults, liens, charges Debt Repayment Triggering Events or encumbrances as violations that would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of CanadaChange. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) ), issued by the Company, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries. Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body necessary in connection with the execution and delivery by the Company of this Agreement and the performance of the Company of the transactions herein contemplated has been obtained or made and is in full force and effect, except (i) such additional steps as may be required by the bylaws and rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or (ii) such additional steps as may be necessary to qualify the Common Stock for sale by the Agents under state securities or Blue Sky laws, or foreign securities laws if applicable.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws charter or other constitutive document by-laws or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (any such change is called a “Material Adverse Change”). The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby and by the Pricing General Disclosure Package and 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, bylaws charter or other constitutive document by-laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). 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 Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing General Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities laws or blue sky laws, the Nasdaq Global Select Market in connection with the purchase and distribution of the several states Securities by the Underwriters and the listing of the United States or provinces of Canada. As used herein, a Securities on the Nasdaq Global Select Market and from the Financial Industry Regulatory Authority (“Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesFINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is (i) not in violation of its charter, bylaws certificate of incorporation or other constitutive document memorandum and articles of association or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries it is a party or by which it or any of them may be boundbound (including, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property or assets of the Company or any of its subsidiaries is are subject (each, an “Existing Instrument”)), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and 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, bylaws or other constitutive document memorandum of association of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument 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. On and as of the date hereofCompany, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined except in the Indenturecase of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse Effect. 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 Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained the registration or made by qualification of the Company and are in full force and effect Offered Securities under the Securities Act, Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”) and the approval of the several states of Offered Securities to be listed on the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesNasdaq Capital Market.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its chartercharter or by-laws, bylaws or other constitutive document or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them its subsidiaries may be bound, or to which any of the property their respective properties or assets of the Company or any of its subsidiaries is are subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would notcould not reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws charter or other constitutive document by-laws of the Company or any subsidiary, of its subsidiaries (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing Instrument, except for such conflicts, breaches, Defaults, Defaults or Debt Repayment Triggering Events or liens, charges or encumbrances as would notthat could not reasonably be expected, individually or in the aggregate, result in to have a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Effect 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. On and of its subsidiaries except for such violations as of the date hereofcould not reasonably be expected, no event has occurred individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, to have a Material Adverse Effect. 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 Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws of the several states of the United States or provinces of CanadaFINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither (a) Except as set forth Schedule 3.12, neither the execution, performance nor the delivery of this any Operative Document by the Company nor or any of its subsidiaries is Subsidiaries, nor the performance of its obligations hereunder or thereunder, (i) will result in a violation or breach of its charter, charter or bylaws (or other constitutive document or applicable organizational document), (ii) in default (orwill, with or without the giving of notice or lapse the passage of time, would or both, violate, or be in default) (“Default”) under conflict with, breach of, or constitute a default under, or cause or permit the termination or the acceleration of the maturity of, any material indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except(iii) will require notice to or the consent of any party to any agreement or commitment, including, without limitation, any lease or license to which the Company is a party, or by which it or its properties is bound or subject other than those notices or consents that have been given or received; (iv) result in the case creation or imposition of clause any security interest, lien, or other encumbrance upon any property or assets of the Company under any agreement or commitment to which it is a party, or by which it or its properties is bound or subject; or (iiv) aboveviolate or breach any material statute or Law or any judgment, decree, order, regulation or rule of any court or Governmental Authority to which the Company, its Subsidiaries or their properties is bound or subject. (b) Except as set for such Defaults as would notthe Schedule 3.12, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Operative Documents by the Company, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and 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, bylaws or other constitutive document of the Company or any subsidiary, action; (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) default under, or result in the termination (or a right of termination) under, the acceleration of any obligations under or the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Company or any of its subsidiaries Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges Instrument or encumbrances as would not, individually contract or in the aggregate, result in a Material Adverse Change other agreement or materially adversely affect the consummation by instrument to which the Company or any of the transactions contemplated hereby, its Subsidiaries is a party and (iii) will not result in any violation of any lawmaterial Law, administrative regulation regulation, judgment, order or administrative or court decree decree, applicable to the Company or any subsidiary. On and as of its Subsidiaries, of any Governmental Authority having jurisdiction over the date hereof, no event has occurred Company or is continuing which constitutes, any of its Subsidiaries or with notice any of its or lapse of time would constitute, an Event of Default their properties; (as defined in the Indenture). c) No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority Governmental Authority or agency is required for the Company’s execution, delivery and performance of the Transaction Operative Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and or thereby, except (i) with respect to the transactions contemplated by the Pricing Disclosure Package Registration Rights Agreement, as may be required under the Securities Act and the Prospectus, except rules and regulations promulgated thereunder and (ii) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesblue sky laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is not (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) under (“Default”) its charter or by-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), exceptor (iii) in violation of any statute, in law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the case Company or any of clause its properties, as applicable, except with respect to clauses (ii) aboveand (iii) only, for such Defaults as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of the Transaction Documents by the Company, this Agreement and the issuance and delivery of the Securities, Representative’s Warrant Agreement and consummation of the Offering and the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation Default under the charter or by-laws of the provisions of the charter, bylaws or other constitutive document of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing Instrument, Instrument (except for such conflicts, breaches, Defaults, liens, charges or encumbrances as any Default that would not, individually or in the aggregate, result in have a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated herebyEffect), and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)its properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement and the Transaction Documents by the Company to the extent a party thereto, or the issuance Representative’s Warrant Agreement and delivery of the Securities, or consummation of the Offering or the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectushereby, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws of and from the several states of NASD Inc. (the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesNASD”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries Significant Subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of timetime or both, would be in default) (“Default”) under its amended and restated certificate of incorporation or by-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”)) or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except, in the case of clause with respect to clauses (ii) aboveand (iii) only, for such Defaults or violations as would not, individually or in the aggregate, result in aggregate have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby hereby, by the Time of Sale Prospectus and by the Pricing Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation Default under the amended and restated certificate of the provisions of the charter, bylaws incorporation or other constitutive document by-laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company or any subsidiary. On of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except, with respect to clauses (ii) and (iii) only, for any such breaches, Defaults, Debt Repayment Triggering Events or violations as of the date hereofwould not, no event has occurred individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and or performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, this Agreement or consummation of the transactions contemplated hereby and thereby and hereby, by the Pricing Disclosure Package and Time of Sale Prospectus or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws of and from the several states of Financial Industry Regulatory Authority (the United States or provinces of Canada“FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by the Company, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of and its subsidiaries is are not (i) in violation of its chartertheir respective certificates of incorporation or by-laws or similar organizational documents, bylaws or other constitutive document or (ii) in default (ordefault, and no event has occurred that, with the giving of notice or lapse of timetime or both, would be constitute a default, in default) (“Default”) under the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan or credit agreement, note, contract, franchise, lease agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it the Company or any of them may be bound, its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject subject, in each case that is material to the Company and its subsidiaries, taken as a whole, or (eachiii) in violation of any law or statute or any judgment, an “Existing Instrument”)order, exceptrule or regulation of any court or arbitrator or governmental or regulatory authority, except in the case of clause clauses (ii) aboveand (iii) for any such default, for such Defaults event or violation that would not be reasonably expected to have a material adverse effect on the Company and its subsidiaries, taken as would not, individually or in the aggregate, result in a Material Adverse Changewhole. The executionexecution and delivery by the Company of, delivery and the performance by the Company of its obligations under, this Agreement will not contravene any provision of applicable law or the Transaction Documents by certificate of incorporation or by-laws of the Company, and the issuance and delivery or any indenture, mortgage, deed of the Securitiestrust, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and 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, bylaws loan agreement or other constitutive document of agreement or instrument to which the Company is a party or by which the Company or its subsidiaries is bound or to which any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in of the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant tois subject, in each case that is material to the Company, or require the consent any judgment, order or decree of any other party togovernmental body, any Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, and (iii) will not result in any violation of any law, administrative regulation or administrative agency or court decree applicable to having jurisdiction over the Company or any subsidiary. On its subsidiaries, and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing qualification with, any court or other governmental or regulatory authority body or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectusits obligations under this Agreement, except such as have been obtained or made may be required by the Company and are in full force and effect under the Securities Act, applicable securities or Blue Sky laws of the several various states or the Financial Industry Regulatory Authority, Inc. (“FINRA”) in connection with the offer and sale of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesShares.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is (i) not in violation of its chartercharter or bylaws, bylaws or other constitutive document or (ii) nor is it in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property its properties or assets of the Company or any of its subsidiaries is are subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, charter or bylaws or other constitutive document of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company Company, except for such conflicts, breaches, Defaults, violations, Debt Repayment Triggering Events, liens, charges or any subsidiary. On encumbrances specified in clauses (ii) and as of the date hereof(iii) above that would not reasonably be expected, no event has occurred individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, to result in a Material Adverse Effect. 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 Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities ActAct and such as may be required under applicable state securities or blue sky laws or by Financial Industry Regulatory Authority, applicable securities laws of the several states of the United States or provinces of CanadaInc. (“FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesCompany.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries Subsidiaries is (i) in violation of its charter, bylaws charter or other constitutive document by-laws or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries Subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery sale of the Securities, Placement Shares and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and 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, bylaws charter or other constitutive document by-laws of the Company or any subsidiarySubsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Subsidiaries pursuant to, or require the consent of any other party to, any Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Subsidiary. 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 Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party theretothis Agreement, or the issuance and delivery sale of the Securities, or Placement Shares and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws of and from the several states of the United States or provinces of Canada. As used herein, a Financial Industry Regulatory Authority (“Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesFINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) under (“Default”) its charter or by laws, (ii) is in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which it or any of them may be boundbound (including, without limitation, the Company’s Credit Agreement, dated as of June 18, 2002, by and among the Financial Institutions named therein as the Lenders, Bank of America, N.A. as the Agent and MWI Veterinary Supply Co., as amended), or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), exceptor (iii) is in violation of any statute, in law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the case Company or such subsidiary or any of clause its properties, as applicable, except with respect to clauses (ii) aboveand (iii) only, for such Defaults violations as would not, individually or in the aggregate, result in a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of Default under the provisions of the charter, bylaws charter or other constitutive document by laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, and (iii) will not result in any violation of any statute, law, administrative regulation regulation, order or administrative or court decree applicable to the Company or any subsidiary. On and as of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the date hereof, no event has occurred Company or is continuing which constitutes, any of its subsidiaries or with notice any of its or lapse of time would constitute, an Event of Default (as defined in the Indenture)their properties. 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 Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws of and from the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesNASD.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws charter or other constitutive document by-laws or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“"Default”") under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “"Existing Instrument”"), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse ChangeEffect. The Company's execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Prospectus and the Prospectus issuance and sale of the Offered Securities (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws charter or other constitutive document by-laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined except in the Indenture)case of (ii) and (iii) above, where such conflict, breach, Default, Debt Repayment Triggering Event, lien, charge, encumbrance, consent or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 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 Company's execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities laws of the several states of the United States or provinces of Canadablue sky laws. As used herein, a “"Debt Repayment Triggering Event” " means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, charter or bylaws or other constitutive document similar organizational documents or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any a subsidiary of its subsidiaries the Company is a party or by which it or any of them may be boundbound (including, without limitation, agreements listed on Schedule B hereto), or to which any of the property or assets of the Company or any a subsidiary of its subsidiaries the Company is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse ChangeEffect. The Company’s and Initial Guarantors’ execution, delivery and performance of this Agreement, the Transaction Documents by DTC Agreement and the CompanyIndenture, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus Offering Memorandum (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, charter or bylaws or other constitutive document similar organizational documents of the Company or any subsidiarythe Initial Guarantors, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 the Initial Guarantors pursuant to, or require the consent of any other party to, to any Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiarythe Initial Guarantors, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, Defaults, liens, charges, encumbrances or violations as would not, individually or in the aggregate, result in a Material Adverse Effect. On and as Assuming the accuracy of the date hereofrepresentations, warranties and covenants of the Initial Purchasers set forth herein, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). 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 execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the ProspectusOffering Memorandum, except such as have been obtained or made may be required by the Company and are in full force and effect under Securities Act or the Securities Act, applicable securities laws of the several states of the United States with respect to the Company’s or provinces which, if not obtained or made, would not, individually or in the aggregate have a Material Adverse Effect or materially and adversely affect the ability of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of the Initial Guarantors to perform its subsidiariesobligations under this Agreement.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in breach or violation of its certificate or articles of incorporation, charter, bylaws bylaws, limited liability company agreement, certificate or agreement of limited or general partnership, memorandum and articles of association, or other constitutive document or similar organizational documents, as the case may be, of such entity, (ii) in breach of or in default (or, with the giving of notice or lapse of timetime or both, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of their properties, as applicable, except, in the case of clause with respect to clauses (ii) aboveand (iii) only, for such breaches, violations or Defaults as that would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby and or by the Pricing Disclosure Package Registration Statement and the Prospectus (including the issuance and sale of the Placement Shares and the use of the proceeds from the sale of the Placement Shares as described in the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any breach or violation of the provisions certificate or articles of the incorporation, charter, bylaws bylaws, limited liability company agreement, certificate or agreement of limited or general partnership, memorandum and articles of association, or other constitutive document similar organizational documents, as the case may be, of the Company or any subsidiaryof its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge charge, claim 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 Existing Instrument, except and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except, with respect to clauses (ii) and (iii) only, for such conflicts, breaches, Defaults, liens, charges Debt Repayment Triggering Events or encumbrances as violations that would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of CanadaChange. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) ), issued by the Company, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesSignificant Subsidiaries. Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body necessary in connection with the execution and delivery by the Company of this Agreement and the performance of the Company of the transactions herein contemplated has been obtained or made and is in full force and effect, except (i) such additional steps as may be required by the bylaws and rules of the FINRA or (ii) such additional steps as may be necessary to qualify the Common Stock for sale by the Sales Agent under state securities or Blue Sky laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither None of the Company nor any of or its subsidiaries is (i) in violation of its charter, bylaws or other constitutive document document, to the extent applicable, (ii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority or (iiiii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it the Company or any of them its subsidiaries may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is a subject (each, an “Existing Instrument”), except, in the case of clause clauses (ii) and (iii) above, for any such violations or Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The execution, delivery and performance of the Transaction Documents this Agreement by the Company, the sale of the Shares by the Selling Stockholder and the issuance and delivery of consummation by the Securities, and consummation Company of the transactions contemplated hereby and thereby and by this Agreement, the Pricing Disclosure Package and the Prospectus (iA) have been duly authorized by all necessary corporate action and will not conflict with or result in any breach or violation of the provisions of the charter, bylaws or other constitutive document of the Company or any subsidiaryof its subsidiaries, to the extent applicable, (iiB) will not not, as applicable, conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, and (iiiC) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary. On of its subsidiaries and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No D) will not require any consent, approval, authorization or other order of, or registration or filing with, any court court, arbitrator or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectusagency, except (1) in the case of this clause (D), (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities or blue sky laws of the several states of the United States or provinces of CanadaCanada and (ii) such consents, approvals, authorizations, orders, registrations or filings as may be required by FINRA or under state securities or blue sky laws in connection with the purchase and distribution of the Shares by the Underwriters, in each case, except where the failure to obtain any such consent, approval, authorization, order, registration or filing would not impair, in any material respect, the ability of the Company or any other party hereto to consummate the transactions contemplated by this Agreement and (2) in the case of clauses (B) and (C) above, such liens, charges, encumbrances, conflicts, breaches, Defaults, Debt Repayment Triggering Events or violations that, individually or in the aggregate, would not result in a Material Adverse Change. As used herein, a “Debt Repayment Triggering Event” means any event or condition which that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor or any of its subsidiaries is (i) in violation of its charter, charter or bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries it is a party or by which it or any of them may be boundbound (including, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”)), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and 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, charter or bylaws or other constitutive document of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated herebyChange, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)its subsidiaries. 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 Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained the registration or made by qualification of the Company Units, Common Stock and are in full force and effect Warrants under the Securities ActAct and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, applicable securities laws of Inc. (the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesFINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries Significant Subsidiaries is (i) in violation of its charter, bylaws respective charter or other constitutive document by-laws or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“"Default”") under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries Significant Subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company or any of its subsidiaries Significant Subsidiaries is subject (each, an “"Existing Instrument”"), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company's execution, delivery and performance of the Transaction Operative Documents by the Company, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus Offering Memorandum (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws charter or other constitutive document by-laws of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or a Default or a Debt Repayment Triggering Event (as defined below) 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 Significant Subsidiaries pursuant to, or require the consent of any other party to, any Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Company. 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 Company's execution, delivery and performance of the Transaction Operative Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the ProspectusOffering Memorandum, except such as have been obtained or made (i) with respect to the transactions contemplated by the Company and are in full force and effect Registration Rights Agreement, as may be required under the Securities Act, the Trust Indenture Act and the Rules and Regulations promulgated thereunder and (ii) applicable state securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesblue sky laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in breach or violation of its certificate or articles of incorporation, charter, bylaws bylaws, limited liability company agreement, certificate or agreement of limited or general partnership, memorandum and articles of association, or other constitutive document or similar organizational documents, as the case may be, of such entity, (ii) in breach of or in default (or, with the giving of notice or lapse of timetime or both, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of their properties, as applicable, except, in the case of clause with respect to clauses (ii) aboveand (iii) only, for such breaches, violations or Defaults as that would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby and or by the Pricing Disclosure Package Registration Statement and the Prospectus (including the issuance and sale of the Placement Shares and the use of the proceeds from the sale of the Placement Shares as described in the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any breach or violation of the provisions certificate or articles of the incorporation, charter, bylaws bylaws, limited liability company agreement, certificate or agreement of limited or general partnership, memorandum and articles of association, or other constitutive document similar organizational documents, as the case may be, of the Company or any subsidiaryof its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge charge, claim 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 Existing Instrument, except and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except, with respect to clauses (ii) and (iii) only, for such conflicts, breaches, Defaults, liens, charges Debt Repayment Triggering Events or encumbrances as violations that would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of CanadaChange. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) ), issued by the Company, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesSignificant Subsidiaries. Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body necessary in connection with the execution and delivery by the Company of this Agreement and the performance of the Company of the transactions herein contemplated has been obtained or made and is in full force and effect, except (i) with respect to any Applicable Time at which Noble would not be able to rely on Rule 5110(b)(7)(C)(i) of the Financial Industry Regulatory Authority, Inc. (“FINRA”), such additional steps as may be required by FINRA or (ii) such additional steps as may be necessary to qualify the Common Stock for sale by Noble under state securities or Blue Sky laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is not (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under its charter or by-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property Company’s properties or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), exceptor (iii) in violation of any statute, in law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the case Company or any of its properties, except with respect to clause (ii) aboveonly, for such Defaults as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby hereby, by the Disclosure Package and by the Pricing Disclosure Package Prospectus (including the issuance and sale of the Units and the use of proceeds from the sale of the Units and the Warrants to be sold pursuant to the Warrant Private Placement Agreement as described in the Prospectus under the caption “Use of Proceeds”) and the Company’s compliance with its obligations hereunder and under the Subscription Agreement, the Warrant Private Placement Agreement and the Co-Investment Agreement (iA) have been duly authorized by all necessary corporate action and will not result in any violation Default under the charter or by-laws of the provisions of the charter, bylaws or other constitutive document of the Company or any subsidiaryCompany, (iiB) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, and (iiiC) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)its properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and hereby, by the Pricing Disclosure Package and by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws of and from the several states of Financial Industry Regulatory Authority (the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesFINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries Issuer is (i) in violation of its charterCertificate of Incorporation or By-laws or its limited liability company agreement or certificate of formation, bylaws as applicable, or any other constitutive document governing document, in each case as amended to date, or (ii) in default (orin the performance or observance of any material obligation, with the giving of notice agreement, covenant or lapse of time, would be condition contained in default) (“Default”) under any indenture, mortgage, deed of trust, loan or credit agreement, note, contract, franchise, lease or other agreement or instrument to which the Company or any of its subsidiaries them is a party or by which it any of them or any of them their respective properties may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, except in the case of clause (ii) above, for such Defaults defaults as would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Change. The execution, delivery and performance of the Transaction Documents by the Company, Issuers and the issuance and delivery of the Securities, Securities and the Exchange Securities and the compliance by the Issuers with the Transaction Documents and the consummation of the transactions herein contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus (i) will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which either Issuer is a party or by which either Issuer is bound or to which any of the property or assets of either Issuer is subject, (ii) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charterCertificate of Incorporation or By-laws, bylaws or other constitutive document in each case as amended to date, of the Company or any subsidiaryCompany, (iiiii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in any violation of the creation provisions of the Certificate of Formation or imposition Limited Liability Company Agreement, in each case as amended to date, of Midstates Sub and (iv) will not result in any violation of any lienstatute or any order, charge rule or encumbrance upon regulation of any property court or assets of governmental agency or body having jurisdiction over the Company Issuers or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrumenttheir properties, except in the cases of clauses (i) and (iv), for such conflicts, breaches, Defaults, liens, charges violations or encumbrances defaults as would not, individually or in the aggregate, result in reasonably be expected to have either (A) a Material Adverse Change or materially adversely affect (B) a material adverse effect on the consummation by ability of the Company of Issuers to consummate the transactions contemplated hereby, by the Transaction Documents; 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other court or governmental or regulatory authority or agency or body is required for the execution, delivery and performance of the Transaction Documents Documenters by the Company Issuers to the extent a party thereto, or the issuance and delivery of the Securities or the Exchange Securities, or the consummation by the Issuers of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectusthis Agreement, except such as have been obtained or made by the Company Issuers and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on Canada and except such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness as may be required by the Company securities laws of the several states of the United States or any provinces of its subsidiariesCanada with respect to the Issuers’ obligations under the Registration Rights Agreement.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws charter or by laws (or other constitutive document or applicable organizational document), (ii) in default is (or, with the giving of notice or lapse of time, would be be) in default) default (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, the Credit Facility), or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), exceptor (iii) is in violation of any statute, in law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the case Company or such subsidiary or any of its properties, as applicable, except with respect to clause (ii) aboveand (iii), for such Defaults or violations as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, Shares and the consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus (i) have been duly authorized by all necessary action (corporate action or otherwise) and will not result in any violation of the provisions of the charter, bylaws charter or by laws (or other constitutive document applicable organizational document) of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company or any subsidiary. On and as of the date hereofits subsidiaries of any court, no event has occurred or is continuing which constitutesregulatory body, or with notice or lapse of time would constituteadministrative agency, an Event of Default (as defined in the Indenture). No consentgovernmental body, approval, authorization arbitrator or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by having jurisdiction over the Company to the extent a party thereto, or the issuance and delivery any of the Securities, its subsidiaries or consummation any of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained its or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canadatheir properties. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, except for such as have been obtained or made by the Company and are in full force and effect under the Securities Act, and applicable state securities or blue sky laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries the Subsidiary is (i) in violation of its charterarticles or by-laws or similar organizational documents, bylaws as applicable, or other constitutive document or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries the Subsidiary is a party or by which it or any of them may be bound, or to which any of the property their respective properties or assets of the Company or any of its subsidiaries is are subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would notcould not be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement and the Prospectus and the issuance and sale of the Shares (including the use of proceeds from the sale of the Shares as described in the Registration Statement and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charterarticles or by-laws or similar organizational documents, bylaws or other constitutive document as applicable, of the Company or any subsidiary, the Subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 the Subsidiary pursuant to, or require the consent of any other party to, any Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument 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. On and as of the date hereofSubsidiary, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined except in the Indenture)case of (ii) and (iii) as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. 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 Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws of the several states of the United States or provinces of CanadaFINRA (as defined below). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesthe Subsidiary.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charterarticles of incorporation or code of regulations, bylaws bylaws, partnership agreement or other constitutive document operating agreement or similar organizational document, as applicable, or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries), or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Prospectus and the Prospectus issuance and sale of the Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charterarticles of incorporation and code of regulations, bylaws bylaws, partnership agreement or other constitutive operating agreement or similar organizational document of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On , except where such failures with respect to clauses (ii) and as of the date hereof(iii) would not, no event has occurred individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, reasonably be expected to result in a Material Adverse Change. 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 Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, (ii) for periodic and other reporting obligations under the Exchange Act and (iii) as required by applicable state securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesblue sky laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws declaration of trust (or charter or by-laws or other similar constitutive document documents), except, in the case of subsidiaries of the Company, for such violations as would not, individually or (ii) in the aggregate, result in a Material Adverse Change. Neither the Company nor any of its subsidiaries is in default (or, with the giving of notice or lapse of timetime or both, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, including the Security Documents, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and the Transaction Documents by the CompanyIndenture, and the issuance and delivery of the SecuritiesNotes, and the consummation of the transactions contemplated hereby and or thereby and by the Pricing Disclosure Package and the Prospectus and the Grantors’ execution, delivery and performance of the Pledge Agreements (i) have been duly authorized by all necessary trust, corporate action or other action, as the case may be, and will not result in any violation of the provisions of the charter, bylaws declaration of trust (or charter or by-laws or other similar constitutive document documents) of the Company Grantors or any subsidiarysubsidiary of the Company, except, in the case of subsidiaries of the Company, for such violations as would not, individually or in the aggregate, result in a Material Adverse Change, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance (other than the lien, charge or encumbrance created by the Pledge Agreements in favor of the Collateral Agent) upon any property or assets of the Company Grantors or any of its their subsidiaries pursuant to, or require the consent of any other party to, any Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company Grantors or any subsidiary. On and as subsidiary of the date hereofCompany, no event has occurred except for such violation as would not, individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)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 or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of this Agreement or the Transaction Documents by the Company to the extent a party theretoIndenture, or the issuance and delivery of the Securities, Notes or consummation of the transactions contemplated hereby and or thereby and by the Pricing Disclosure Package and the Prospectus, or the Grantors’ execution, delivery and performance of the Pledge Agreements, except such as have been obtained or made by the Company or the Grantors and are in full force and effect under the Securities Act, the Trust Indenture Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”) or the failure of which to obtain would not result in a Material Adverse Change or have a material adverse effect on the consummation of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness transactions contemplated by the Company or any of its subsidiariesthis Agreement.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws certificate of incorporation or other constitutive document by-laws or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property their respective properties or assets of the Company or any of its subsidiaries is are subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would notcould not be reasonably expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Prospectus and the issuance and sale of the Placement Shares (including the use of proceeds from the sale of the Placement Shares as described in the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws certificate of incorporation or other constitutive document by-laws of the Company or any subsidiary, ; (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, ; 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. On and as of the date hereofits subsidiaries, no event has occurred or is continuing which constitutesexcept, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenturecase of (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. 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 Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws of the several states of the United States or provinces of CanadaFINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) None of the Main Street Entities are in violation of its or default under (i) their respective charter, bylaws by-laws, or other constitutive document or any similar organizational document; (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument instrument, and any supplements or amendments thereto and including any Portfolio Company Agreement to which the Company or any of its subsidiaries is they are a party or by which it or any of them may be bound, bound or to which any of the property properties or assets are subject (collectively, “Agreements and Instruments”); and (iii) any statute, law, rule, regulation, judgment, order or decree of the Company any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over them or any of its subsidiaries is subject (eachtheir properties, an “Existing Instrument”)as applicable, except, in the case of clause except with respect to clauses (ii) aboveand (iii) herein, for such Defaults violations or defaults as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. No person has the right to act as an underwriter, sales agent or financial advisor to the Company in connection with or by reason of the offer and sale of the Securities contemplated hereby other than the Underwriters pursuant to this Agreement. (ii) The execution, delivery and performance of this Agreement, the Transaction Documents by the CompanyIndenture, and the issuance and delivery of the Securities, the DTC Agreement and the consummation of the transactions contemplated hereby herein and thereby in the Prospectus and by the Pricing Disclosure Package (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Disclosure Package and the Prospectus (i) under the caption “Use of Proceeds”), and compliance by the Company with its obligations hereunder and thereunder, have been duly authorized by all necessary corporate action and do not and will not result in any violation not, whether with or without the giving of the provisions notice or passage of the charter, bylaws time or other constitutive document of the Company or any subsidiaryboth, (iii) will not conflict with or constitute a breach of, or Default default or a Debt Repayment Triggering Event (as defined belowherein) under, the Agreements and Instruments or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any Main Street Entity pursuant to the Company or any terms of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Agreements and Instruments (except for to the extent that such conflicts, breaches, Defaults, liens, charges defaults or encumbrances as creations or impositions would not, individually or in the aggregate, result in be reasonably likely to have a Material Adverse Change or materially adversely affect the consummation by the Company Effect), (ii) result in any violation of the transactions contemplated herebyprovisions of the Company’s charter, and or (iii) will not result in any violation of any law, administrative regulation regulation, or administrative or court decree applicable to the Company or any subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents this Agreement by the Company to in connection with the extent a party theretooffering, issuance, sale or the issuance and delivery of the SecuritiesSecurities hereunder, or under the Indenture, the Securities or the consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Prospectus and the ProspectusDisclosure Package, except such as have already been obtained or made by the Company and are in full force and effect under the Securities Act1933 Act and the 1940 Act and such as may be required under any applicable state securities or blue sky laws, applicable securities laws from the Financial Industry Regulatory Authority, Inc. (“FINRA”), or under the rules and regulations of the several states of the United States or provinces of CanadaNew York Stock Exchange (“NYSE”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesa Main Street Entity, as applicable.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the Company nor any of its subsidiaries is transactions contemplated herein, except (i) in violation of its charter, bylaws or other constitutive document or such as have been obtained under the Securities Act; (ii) such as are required by the listing rules of Nasdaq; (iii) the applicable rules of the Financial Industry Regulatory Authority (“FINRA”); and (iv) such as may be required under the blue sky laws of any jurisdiction in default (or, connection with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any purchase and distribution of the property or assets Placement Shares in the manner contemplated herein and in Registration Statement and Prospectus. Neither the issue and sale of the Company or Placement Shares nor the consummation of any other of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case transactions herein contemplated nor the fulfillment of clause (ii) above, for such Defaults as would not, individually or in the aggregateterms hereof will conflict with, result in a Material Adverse Change. The execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any breach or violation of the provisions of the charter, bylaws or other constitutive document of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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, (i) the charter or require bylaws of the consent Company, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other party toagreement, any Existing Instrumentobligation, except for such conflictscondition, breaches, Defaults, liens, charges covenant or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation by instrument to which the Company of the transactions contemplated herebyis a party or bound or to which its property is subject, and or (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company or of any subsidiary. On and as of the date hereofcourt, no event has occurred or is continuing which constitutesregulatory body, or with notice or lapse of time would constituteadministrative agency, an Event of Default (as defined in the Indenture). No consentgovernmental body, approval, authorization arbitrator or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by having jurisdiction over the Company or any of its subsidiariesproperties, except in the case of clauses (ii) and (iii) for such breach or violation as would not reasonably be expected to have a Material Adverse Change, or would not have a material adverse effect on the Company’s ability to consummate any of the transactions contemplated herein. The Company is not in violation or default of (i) any provision of its charter or bylaws, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties, as applicable, except in the case of clauses (ii) and (iii), for such breach or violation as would not reasonably be expected to have a Material Adverse Change.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws charter or by-laws or other constitutive organizational document (the “Charter Documents”). Neither the Company nor any subsidiary is in violation or (ii) in default (or, with the giving of notice or lapse of time, would be in violation or default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries ), or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package each Applicable Prospectus and the Prospectus issuance and sale of the Offered Securities (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws or other constitutive document Charter Documents of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). 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 Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the each Applicable Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws of and from the several states of the United States or provinces of CanadaNASD. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Subsidiaries is in violation of its subsidiaries certificate of incorporation, by-laws or other organizational documents (the “Charter Documents”). Neither the Company nor any of the Subsidiaries is (i) in violation of its charterany U.S. federal, bylaws state or local statute or law or any foreign statute or law (including, without limitation, common law) or ordinance, or any judgment, decree, rule, regulation, order or injunction, (collectively, “Applicable Law”) of any federal, state, local or other constitutive document governmental authority, governmental or regulatory agency or body, court, arbitrator or self-regulatory organization, domestic or foreign (each, a “Governmental Authority”) applicable to any of them or any of their respective properties, or (ii) in breach of or default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any bond, debenture, note or other evidence of indebtedness, indenture, mortgage, loan or credit agreement, note, contract, franchisedeed of trust, lease or any other agreement or instrument to which the Company or any of its subsidiaries them is a party or by which it or any of them may be boundor their respective property is bound (collectively, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing InstrumentApplicable Agreements”), except, except for (i) breach of notice provisions relating to transactions pursuant to which the Company and its subsidiaries were reorganized contained in agreements and instruments evidencing debt to be repaid on the case Closing Date with the proceeds of clause this offering and (ii) aboveany such violations, for such Defaults as breaches or defaults that would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse ChangeEffect. The All Applicable Agreements are in full force and effect and are legal, valid and binding obligations, other than as disclosed in the Time of Sale Document. There exists no condition that, with the passage of time or otherwise, would constitute (a) a violation of such Charter Documents or Applicable Laws, (b) a breach of or default under any Applicable Agreement or (c) result in the imposition of any penalty or the acceleration of any indebtedness. Neither the execution, delivery and or performance of the Transaction Documents by nor the Companyconsummation of any Transactions contemplated therein, and including the issuance and delivery sale of the SecuritiesNotes, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charterconflict with, bylaws or other constitutive document of the Company or any subsidiaryviolate, (ii) will not conflict with or constitute a breach of, of or Default a default (with the passage of time or otherwise) or a Debt Repayment Triggering Event (as defined below) under, or require the consent of any person (other than consents already obtained and in full force and effect) under, result in the creation or imposition of a Lien on any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant torespective Subsidiaries, or require result in an acceleration of indebtedness under or pursuant to (i) the consent of Charter Documents, (ii) any other party toApplicable Agreement, or (iii) any Existing InstrumentApplicable Law, except for such conflictsin the case of this clause (ii) and (iii), breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in not have a Material Adverse Change or materially adversely affect the Effect. After consummation by the Company of the transactions contemplated hereby, Offering 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. On and as of the date hereofother Transactions, no default, event has occurred of default or is continuing which constitutes, or with notice or lapse of time would constitute, an Debt Repayment Triggering Event of Default (as defined in the Indenture)will exist. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.or

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither None of Holdings, the Company nor or any of its subsidiaries Subsidiaries is (i) in violation of its charter, bylaws charter or other constitutive document by-laws or (ii) is in default (oror has violated any provision of, or committed or failed to perform any act which, with the giving of notice or without notice, lapse of time, or both, would reasonably be in default) expected to constitute a default (“"Default”") under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease lease, license or other instrument to which Holdings, the Company or any of its subsidiaries Subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property or assets of Holdings, the Company or any of its subsidiaries Subsidiaries is subject (each, an “Existing "Instrument”"), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse ChangeChange or except for such defaults that have been waived in writing. The Company's and each Guarantor's execution, delivery and performance of this Agreement, the Transaction Documents Company's and each Guarantor's execution and delivery of, and the performance by the Company and the Guarantors of, the Registration Rights Agreement and the Indenture, the Company's execution and delivery of, and the performance by the Company of, the DTC Letter of Representations, and the issuance and delivery of the Securities or the Exchange Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus Offering Memorandum (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charterpartnership agreement, bylaws operating agreement, charter or other constitutive document by-laws, as applicable, of Holdings, the Company or any subsidiaryof its Subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of Holdings, the Company or any of its subsidiaries Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, Debt Repayment Triggering Events, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated hereby, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to Holdings or the Company or any subsidiary. On and as of the date hereofits Subsidiaries except for such violations that would not, no event has occurred individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)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 or regulatory authority or agency agency, is required for the Company's or each Guarantor's execution, delivery and performance of this Agreement, the Transaction Documents by Registration Rights Agreement, the Company DTC Letter of Representations or the Indenture, to the extent which it is a party theretoparty, or the issuance and delivery of the Securities or the Exchange Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the ProspectusOffering Memorandum, except such as have been will be obtained or made by the Company or the Guarantors and are in full force and effect under the Securities Act, applicable the Trust Indenture Act and such as may be required under state securities laws or the blue sky laws of any jurisdiction in connection with the purchase and distribution of the several states of Securities by the United States or provinces of CanadaInitial Purchasers in the manner contemplated herein and in the Offering Memorandum and in connection with Holdings', the Company's and the Subsidiary Guarantors' obligations under the Registration Rights Agreement. As used herein, a “"Debt Repayment Triggering Event” " means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of material indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by Holdings or the Company or any of its subsidiariesSubsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is (i) not in violation of its chartercertificate of incorporation or by-laws, bylaws or other constitutive document or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property its properties or assets of the Company or any of its subsidiaries is are subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would notcould not be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws certificate of incorporation or other constitutive document by-laws of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing Instrument, except for such conflicts, breaches, Defaults, Defaults or Debt Repayment Triggering Events or liens, charges or encumbrances as that would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated herebyEffect, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company Company, except for such violations specified in this clause (iii) as would not, individually or any subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, result in a Material Adverse Effect. 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 Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities ActAct and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, applicable securities laws of the several states of the United States or provinces of CanadaInc. (“FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesCompany.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws charter or by laws (or other constitutive document or applicable organizational document), (ii) in default is (or, with the giving of notice or lapse of time, would be be) in default) default (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, the Credit Facility, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), exceptor (iii) is in violation of any statute, in law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the case Company or such subsidiary or any of its properties, as applicable, except with respect to clause (ii) aboveand (iii), for such Defaults or violations as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, the Transaction Documents by Registration Rights Agreement and the CompanyIndenture, and the issuance and delivery of the Securities or the Exchange Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus Offering Memorandum (i) have been duly authorized by all necessary action (corporate action or otherwise) and will not result in any violation of the provisions of the charter, bylaws charter or by laws (or other constitutive document applicable organizational document) of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company or any subsidiary. On and as of the date hereofits subsidiaries of any court, no event has occurred or is continuing which constitutesregulatory body, or with notice or lapse of time would constituteadministrative agency, an Event of Default (as defined in the Indenture). No consentgovernmental body, approval, authorization arbitrator or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by having jurisdiction over the Company to the extent a party thereto, or the issuance and delivery any of the Securities, its subsidiaries or consummation any of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained its or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canadatheir properties. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, or the Indenture, or the issuance and delivery of the Securities or the Exchange Securities, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except for such as have been obtained or made by the Company and are in full force and effect under the Securities Act, and applicable state securities or blue sky laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is (i) not in violation of its charter, bylaws charter or other constitutive document by-laws or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property Company’s properties or assets of the Company or any of its subsidiaries is are subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would notcould not be expected, individually or in the aggregate, result in to have a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement, the Transaction Documents by Trust Agreement, the CompanyWarrant Agreement, and the issuance and delivery of Founders’ Purchase Agreements, the SecuritiesWarrant Subscription Agreements, and the Registration Rights Agreement, the Insider Letters or the Administrative Services Agreement, consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws charter or other constitutive document by-laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Company. 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 Company’s execution, delivery and performance of this Agreement, the Transaction Documents by Trust Agreement, the Company to Warrant Agreement, the extent a party theretoFounders’ Purchase Agreements, the Warrant Subscription Agreements, the Registration Rights Agreement, the Insider Letters or the issuance Administrative Services Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws of the several states of the United States or provinces of CanadaFINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesCompany.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, for such Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The execution, delivery and performance of the each Transaction Documents Document by the Company, Company and the issuance and delivery of the SecuritiesNotes, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus Offering Memorandum (i) have has been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, charter or bylaws or other constitutive document of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or (except for the liens securing the Escrow Collateral) 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 (except as shall have been obtained prior the Effective Date) of any other party to, to any Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated herebyTransaction Document, and (iii) will not result in any violation by the Company or its subsidiaries of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary. On and as subsidiary (assuming the accuracy of the date hereofrepresentations and warranties set forth in Section 2(d) and the due performance of the covenant in Section 7 by the Initial Purchasers), no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default except (as defined x) in the Indenture)case of clauses (ii) and (iii) for such conflicts, breaches, Defaults, Debt Repayment Triggering Events, liens, charges, encumbrances or violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) in the case of clause (iii) above, for any such violation that may arise under applicable state securities laws or rules or statutes in connection with the purchase and distribution of the Notes by the Initial Purchasers. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the The execution, delivery and performance of (a) each Transaction Document by each of the Transaction Documents Guarantors (to the extent party thereto) and (b) each Credit Document and each Separation Document by the Company, the Guarantors and their respective subsidiaries (the “Company Entities”), to the extent a party thereto, or and the issuance and delivery of the SecuritiesGuarantees, or and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Credit Documents and the ProspectusSeparation Documents (i) will, except such as of the Effective Date, have been obtained duly authorized by all necessary corporate or made by other action and will not result in any violation of the provisions of the charter, bylaws or other constitutive document of the Company and are in full force and effect under the Securities ActEntities, applicable securities laws of the several states of the United States (ii) will not conflict with or provinces of Canada. As used hereinconstitute a breach of, or Default or a “Debt Repayment Triggering Event” means any event or condition which givesEvent (as defined below) under, or with (except for the giving of notice liens securing the Credit Facilities) result in the creation or lapse of time would give, the holder imposition of any notelien, debenture charge or other evidence encumbrance upon any property or assets of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariessubsidiaries pursuant to, or require the consent (except as shall have been obtained prior the Effective Date) of any other party to, any Existing Instrument and any Transaction Document, and (iii) will not result in any violation by the Company Entities of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary (assuming the accuracy of the representations and warranties set forth in Section 2(d) and the due performance of the covenant in Section 7 by the Initial Purchasers), except (x) in the case of clauses (ii) and (iii), for such conflicts, breaches, Defaults, Debt Repayment Triggering Events, liens, charges, encumbrances or violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) in the case of clause (iii) above, for any such violation that may arise under applicable state securities laws or rules or statutes in connection with the purchase and distribution of the Notes by the Initial Purchasers.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company Company, nor any of its subsidiaries is (i) in violation of its chartercharter or by-laws, bylaws partnership agreement or other constitutive document operating agreement or similar organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property their respective properties or assets of the Company or any of its subsidiaries is are subject (each, an “Existing Instrument”), except, except in the case of this clause (ii) above, for such Defaults (other than Defaults under Specified Debt Instruments (as would notdefined below)) as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the chartercharter or by-laws, bylaws partnership agreement or other constitutive document operating agreement or similar organizational documents, as applicable, of the Company Company, or any subsidiaryof its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflictsexcept, breacheswith respect to this clause (ii), Defaults, liens, charges or encumbrances as would not, individually or otherwise disclosed in the aggregateRegistration Statement, result in a Material Adverse Change or materially adversely affect the consummation by the Company Time of the transactions contemplated herebySale Prospectus and Prospectus, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company Company, or any subsidiaryof its subsidiaries, except, with respect to this clause (iii), as otherwise disclosed in the Registration Statement, Time of Sale Prospectus and Prospectus. On and as As of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Debt Repayment Triggering Event of Default (as defined in the Indenture)exists under any Specified Debt Instrument. 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 Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities ActAct and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, applicable securities laws of the several states of the United States or provinces of CanadaInc. (“FINRA”). As used herein, (x) a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariessubsidiaries and (y) a “Specified Debt Instrument” means each of the following Existing Instruments: (a) that certain Credit Agreement dated as of July 16, 2020 by and among the Company and FuboTV, Inc., as Borrowers, and Access Road Capital LLC as Lender, (b) that certain Credit and Guaranty Agreement dated as of April 6, 2018, by and among FuboTV, Inc., as borrower, AMC Networks Ventures LLC, as administrative Agent and the other parties thereto from time to time (as amended), (c) that certain promissory note issued by Pulse Evolution Corporation to Cam Digital LLC, on April 15, 2016 (as amended) and (d) that certain loan outstanding to FuboTV, Inc. from JPMorgan Chase Bank, N.A., under the SBA Paycheck Protection Program dated as of April 21, 2020.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither None of the Company Company, the Operating Partnership, nor any of its their subsidiaries is (i) in violation of its partnership agreement, charter, bylaws bylaws, or other constitutive document limited liability company agreement or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company Company, the Operating Partnership or any of its their subsidiaries is a party or by which it the Company, the Operating Partnership or any of them their subsidiaries may be bound, or to which any of the property or assets of the Company Company, the Operating Partnership or any of its their subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse ChangeEffect. The Company’s and the Operating Partnership’s execution, delivery and performance of the Transaction Documents by the CompanyEquity Distribution Agreements or of any Terms Agreement or Alternative Terms Agreement, and the issuance and delivery of the SecuritiesShares, and consummation of the transactions contemplated hereby and thereby by the Equity Distribution Agreements and by the Pricing Disclosure Package Prospectus and the Prospectus by any Terms Agreement or Alternative Terms Agreement (i) have been or will be duly authorized by all necessary partnership or corporate action action, as applicable, and will not result in any violation of the provisions of the partnership agreement, charter, bylaws or other constitutive document limited liability company agreement of the Company Company, the Operating Partnership or any subsidiaryof their subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, the Operating Partnership or any of its their subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, DefaultsDefaults or Debt Repayment Triggering Events, or liens, charges or encumbrances as that would not, individually or in the aggregate, not result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated herebyEffect, and (iii) will not result in any violation of any law, statute, administrative regulation or administrative or court decree applicable to the Company Company, the Operating Partnership or any subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except for such as have been obtained or made by the Company and are violations that would not result in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canadaa Material Adverse Effect. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Company, the Operating Partnership, or any of its their subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries Significant Subsidiaries is (i) in violation of its charter, bylaws charter or other constitutive document by-laws or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries Significant Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries Significant Subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and 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, bylaws charter or other constitutive document by-laws of the Company or any subsidiarySignificant Subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Significant Subsidiaries pursuant to, or require the consent of any other party to, any Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Significant Subsidiary. 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 Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, or that may be required under applicable state securities or blue sky laws of and from the several states of Financial Industry Regulatory Authority (“FINRA”) or the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesExchange.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its chartercharter or by-laws, bylaws or other constitutive document similar organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contractcontract or other agreement, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any either of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries), or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package each Applicable Prospectus and the Prospectus issuance and sale of the Stock (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the chartercharter or by-laws, bylaws or other constitutive document similar organizational documents, as applicable, of the Company or any subsidiaryof its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument 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. On and as of the date hereofits subsidiaries, no event has occurred or is continuing which constitutesexcept, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenturecase of clauses (ii) and (iii), for such breaches, Defaults, results or violations as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. 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 Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the each Applicable Prospectus, except such as have been obtained or made or will be made by the Company and are in full force and effect under the Securities ActAct or that may be required under applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, applicable securities laws of the several states of the United States or provinces of CanadaInc. (“FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, the Transaction Documents by Registration Rights Agreement, the CompanyIndenture and each of the Collateral Documents, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus Offering Memorandum (ix) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws or other constitutive document of the Company or any subsidiaryof its subsidiaries, (iiy) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, and (iiiz) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)its subsidiaries. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for (A) the Company’s execution, delivery and performance of this Agreement, the Transaction Documents by Registration Rights Agreement, the Company to Indenture or any of the extent a party theretoCollateral Documents, or (B) the issuance and delivery of the Securities, or (C) consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the ProspectusOffering Memorandum, except except: (1) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act or applicable securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness and (or any person acting on 2) such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness as may be required by the Company or any securities laws of its subsidiariesthe several states of the United States with respect to the Company’s obligations under the Registration Rights Agreement.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is (i) not in violation of its charter, bylaws Articles of Incorporation or other constitutive document Bylaws or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and 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, bylaws Articles of Incorporation or other constitutive document Bylaws of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Company. 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 Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws of and from the several states of the United States NASD and such as would not result in a Material Adverse Change if not so obtained or provinces of Canadamade. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesCompany.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company Parent Guarantor nor any of its subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company Parent Guarantor or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, that certain Credit Agreement, dated as of July 15, 2016, among Celanese Corporation, Celanese US Holdings LLC, Celanese Americas LLC, Celanese Europe B.V., Celanese Holdings Luxembourg S.à.▇.▇., ▇▇▇▇▇▇ ▇.▇., certain subsidiaries of Celanese US Holdings LLC from time to time party thereto as borrowers, each lender from time to time party thereto, Bank of America, N.A., as administrative agent, a swing line lender and an L/C issuer, and the other swing line lenders and L/C issuers party thereto), or to which any of the property or assets of the Company Parent Guarantor or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The execution, delivery and performance of this Agreement and the Transaction Documents Indenture by the CompanyCompany and the Guarantors, as applicable, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and 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, bylaws or other constitutive document of the Company or any subsidiaryGuarantor, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Parent Guarantor or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company Parent Guarantor or any subsidiary. On and , except for such violations as of the date hereofwould not, no event has occurred individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)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 or regulatory authority or agency is required for the execution, delivery and performance of this Agreement or the Transaction Documents Indenture by the Company to and the extent a party theretoGuarantors, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canadaeffect. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Parent Guarantor or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is (i) not in violation of its charter, charter or bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries it is a party or by which it or any of them it may be boundbound (including, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”)), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and 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, charter or bylaws or other constitutive document of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Company. 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 Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained the registration or made by qualification of the Company and are in full force and effect Securities under the Securities ActAct and applicable state securities or blue sky laws and from the National Association of Securities Dealers, applicable securities laws of Inc. (the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesNASD”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. (a) Neither the execution nor the delivery of any Operative Document by the Company nor or any of its subsidiaries is Subsidiaries, nor the performance of its obligations thereunder, (i) will result in a violation or breach of its charter, charter or bylaws (or other constitutive document or applicable organizational document), (ii) in default (or, with or without the giving of notice or lapse the passage of time, would or both, violate, or be in default) (“Default”) under conflict with, breach of, or constitute a default under, or cause or permit the termination or the acceleration of the maturity of, any material indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries Subsidiaries is subject (each, an “Existing Instrument”), except(iii) require notice to or the consent of any party to any agreement or commitment, including, without limitation, any lease or license to which the Company is a party, or by which it or its properties is bound or subject other than those notices or consents that have been given or received; (iv) result in the case creation or imposition of clause any security interest, lien, or other encumbrance upon any property or assets of the Company under any agreement or commitment to which it is a party, or by which it or its properties is bound or subject; or (iiv) aboveviolate or breach any material statute or Law or any judgment, for such Defaults as would notdecree, individually order, regulation or in rule of any court or Governmental Authority to which the aggregateCompany, result in a Material Adverse Change. its Subsidiaries or their properties is bound or subject. (b) The Company’s execution, delivery and performance of the Transaction Operative Documents by the Company, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus Private Placement Memorandum (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, charter or bylaws (or other constitutive document applicable organizational document) of the Company or any subsidiarySubsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) default under, or result in the termination (or a right of termination) under, the acceleration of any obligations under or the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Company or any of its subsidiaries Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges Instrument or encumbrances as would not, individually contract or in the aggregate, result in a Material Adverse Change other agreement or materially adversely affect the consummation by instrument to which the Company or any of the transactions contemplated hereby, its Subsidiaries is a party and (iii) will not result in any violation of any lawmaterial Law, administrative regulation regulation, judgment, order or administrative or court decree applicable to the Company or any subsidiary. On and as of its Subsidiaries of any Governmental Authority having jurisdiction over the date hereof, no event has occurred Company or is continuing which constitutes, any of its Subsidiaries or with notice any of its or lapse of time would constitute, an Event of Default their properties. (as defined in the Indenture). c) No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority Governmental Authority or agency is required for the Company’s execution, delivery and performance of the Transaction Operative Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Private Placement Memorandum and by this Agreement, except (i) with respect to the transactions contemplated by the Registration Rights Agreement, as may be required under the Securities Act and the Prospectus, except rules and regulations promulgated thereunder and (ii) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesblue sky laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is (i) not in violation of its charter, charter or bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries it is a party or by which it or any of them may be boundbound (including, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”)), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and 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, charter or bylaws or other constitutive document of the Company or any subsidiary, Company; (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Company. 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 Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained the registration or made by qualification of the Company and are in full force and effect Securities under the Securities ActAct and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, applicable securities laws of Inc. (the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesFINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor Company, ▇▇▇▇▇▇▇▇▇ Subsidiary, ▇▇▇▇▇▇▇▇▇ Term Subsidiary, any of its subsidiaries is the Company’s subsidiaries, nor the Trust (i) is in violation of its charterOrganizational Documents, bylaws or other constitutive document or (ii) in default is (or, with the giving of notice or lapse of time, would be be) in default) default (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, the Credit Facility), or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), exceptor (iii) is in violation of any statute, in law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the case Company or such subsidiary or any of clause its properties, as applicable, except with respect to clauses (ii) aboveand (iii), for such Defaults or violations as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. The Company’s and the Trust’s execution, delivery and performance of this Agreement, the Transaction Documents by the Companyto which each is a party, and the issuance and delivery of the Securities, Units and the consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Information and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions any Organizational Document of the charterTrust, bylaws or other constitutive document of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or or, except as contemplated by the Transaction Documents, 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.Lien

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither The issue and sale of the Shares and the compliance by the Company nor with this Agreement and the consummation by the Company of the transactions contemplated in this Agreement, the Registration Statement and the Prospectus will not conflict with or result in a breach or violation of any of its subsidiaries is the terms or provisions of, or constitute a default under, (iA) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, deed of trust, loan or credit agreement, note, contract, franchise, lease agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it the Company or any of them may be bound, its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”)subject, except, in the case of this clause (iiA) above, for such Defaults as defaults, breaches, or violations that would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Change. The executionEffect, delivery and performance (B) the certificate of the Transaction Documents by the Company, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus incorporation or by-laws (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws or other constitutive document of the Company or any subsidiary, (iiapplicable organizational document) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 tosubsidiaries, or require the consent (C) any statute or any judgment, order, rule or regulation of any other party tocourt or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, any Existing Instrumentexcept, except in the case of this clause (C) for such conflicts, breaches, Defaults, liens, charges or encumbrances as violations that would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Change Effect; and no consent, approval, authorization, order, registration or materially adversely affect qualification of or with any such court or governmental agency or body is required for the issue and sale of the Shares or the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectusthis Agreement, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities laws the approval by the Financial Industry Regulatory Authority (“FINRA”) of the several states underwriting terms and arrangements, the approval for listing additional shares on the Principal Market and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the issue and sale of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with Shares and the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness compliance by the Company or any of its subsidiarieswith this Agreement.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither None of the Company nor any Main Street Entities are in violation of its subsidiaries is or default under (i) in violation of its their respective charter, bylaws by-laws, or other constitutive document or any similar organizational document; (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument instrument, including any Portfolio Company Agreement to which the Company or any of its subsidiaries is they are a party or by which it or any of them may be bound, bound or to which any of the property properties or assets are subject; or (iii) any statute, law, rule, regulation, judgment, order or decree of the Company any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over them or any of its subsidiaries is subject (eachtheir properties, an “Existing Instrument”)as applicable, except, in the case of clause except with respect to clauses (ii) aboveand (iii) herein, for such Defaults violations or defaults as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. No person has the right to act as an underwriter or as a financial advisor to the Company in connection with or by reason of the offer and sale of the Shares contemplated hereby. The execution, delivery and performance of the Transaction Documents this Agreement by the Company, Company and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Prospectus and the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action action, have been effected in accordance with Section 23(b) of the 1940 Act (subject to the provisions applicable to BDCs under, and pursuant to Section 63 of the ▇▇▇▇ ▇▇▇) and will not result in any violation of the provisions of the charter, charter or bylaws or other constitutive document of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing Instrumentexisting instrument, except for such conflicts, breaches, Defaultsdefaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Effect 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Company. 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 execution, delivery and performance of the Transaction Documents this Agreement by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Prospectus and the ProspectusDisclosure Package, except such as have already been obtained or made by the Company and are in full force and effect under the Securities Act1933 Act and the 1940 Act and such as may be required under any applicable state securities or blue sky laws, applicable securities laws from the Financial Industry Regulatory Authority, Inc. (“FINRA”) or under the rules and regulations of the several states of the United States or provinces of Canada. As used herein, a Nasdaq Global Select Market (“Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesNASDAQ”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries Subsidiaries is (i) in violation of its charter, bylaws charter or other constitutive document by-laws or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries Subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and the other Transaction Documents by the Company, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and 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, bylaws charter or other constitutive document by-laws of the Company or any subsidiarySubsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereofSubsidiary, no event has occurred except for such violations that would not, individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, reasonably be expected to result in a Material Adverse Change. 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 Company’s execution, delivery and performance of this Agreement or the other Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectusthereby, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws of and from the several states of the United States or provinces of Canada. As used herein, a Financial Industry Regulatory Authority (“Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesFINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither Except as otherwise described in the Prospectus, neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws charter or other constitutive document by-laws or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Prospectus and the Prospectus issuance and sale of the Offered Securities (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws charter or other constitutive document by-laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as Instrument that would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). 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 Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except (A) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the NASD and (B) such as have been obtained under the laws and regulations of the several states of jurisdictions outside the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition in which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesDirected Shares are offered.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries Significant Subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of timetime or both, would be in default) (“Default”) under its certificate of incorporation, charter or by-laws or (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries Significant Subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company or any of its subsidiaries Significant Subsidiaries is subject (each, an “Existing Instrument”)) or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or self-regulatory organization or other authority having jurisdiction over the Company or any of its Significant Subsidiaries or any of its or their properties, as applicable, except, in the case of clause with respect to clauses (ii) aboveand (iii) only, for such Defaults or violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby and hereby, by the Pricing Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation Default under the certificate of the provisions of the charterincorporation, bylaws charter or other constitutive document by laws of the Company or any subsidiaryof its subsidiaries, (ii) except as disclosed in the Prospectus and the Disclosure Package, will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company or any subsidiary. On of its respective subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or self-regulatory organization or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or its properties, except, with respect to clauses (ii) and (iii) only, for such Defaults or violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or have a material adverse effect on the ability of the date hereofCompany to perform its respective obligations under or consummate the transactions contemplated by this Agreement, no event has occurred the Indenture or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Securities. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or self-regulatory organization or regulatory authority or agency is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, this Agreement or consummation of the transactions contemplated hereby and thereby and hereby, by the Pricing Disclosure Package and or by the Prospectus, except such as have been or will be obtained or made by the Company and are in full force and effect under the Securities Act, the Exchange Act, the Trust Indenture Act, applicable state securities or blue sky laws of and from the several states of Financial Industry Regulatory Authority (the United States or provinces of Canada“FINRA”) under the Conduct Rules. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by the Company, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries Subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) under (“Default”) its respective organizational documents, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries such Subsidiary is a party or by which it or any of them may be boundbound (including, without limitation, the Revolving Credit Agreement, dated as of July 29, 2005, as amended, among Western Refining Company, L.P., Bank of America and the other parties named therein (the “Revolving Loan”), and the Amended and Restated Term Loan Agreement, dated as of July 29, 2005, as amended, among Western Refining Company, L.P., Bank of America and the other parties named therein (the “Term Loan”, and collectively with the Revolving Loan, the “Credit Agreements”)), or to which any of the property or assets of the Company or any of its subsidiaries Subsidiaries is subject (each, an “Existing Instrument”), exceptor (iii) in violation of any statute, in law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the case Company or such Subsidiary or any of clause its properties, as applicable, except with respect to clauses (ii) aboveand (iii), for such Defaults as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby hereby, by the Disclosure Package and by the Pricing Disclosure Package and Prospectus (including the Prospectus Reorganization) (i) have been duly authorized by all necessary corporate action and will not result in any violation of Default under the provisions of the charter, bylaws or other constitutive document respective organizational documents of the Company or any subsidiaryor its Subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflictsthat the distribution to the partners of Western Refining Company, breaches, Defaults, liens, charges or encumbrances as would not, individually or L.P. described in “Certain Relationships and Related Party Transactions” in the aggregate, result in preliminary prospectus and the Prospectus will cause a Material Adverse Change or materially adversely affect Default and Debt Repayment Triggering Event under the consummation by the Company of the transactions contemplated herebyTerm Loan, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company or any subsidiary. On and as of its Subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the date hereof, no event has occurred Company or is continuing which constitutes, any of its Subsidiaries or with notice any of its or lapse of time would constitute, an Event of Default (as defined in the Indenture)their properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and hereby, by the Pricing Disclosure Package and by the Prospectus, except (A) the registration of the Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters, (B) such consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained or made, would not, individually or in the aggregate, have a Material Adverse Effect, (C) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the NASD and (D) such as have been obtained under the laws and regulations of the several states of jurisdictions outside the United States or provinces of Canadain which Directed Shares are offered. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesSubsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws charter or other constitutive document by-laws or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“"Default”") under any indenture, mortgage, deed of trust, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “"Existing Instrument”"), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company's execution, delivery and performance of the Transaction Documents this Agreement and consummation by the Company, and the issuance and delivery of the Securities, and consummation Company of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action on the part of the Company and will not result in any violation of the provisions of the charter, bylaws charter or other constitutive document by-laws of the Company or any subsidiaryof its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and of its subsidiaries, except for such violations as of the date hereofwould not, no event has occurred individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, result in Material Adverse Change. No consent, approval, authorization or other order of, or registration registration, qualification or filing with, any court or other governmental or regulatory authority or agency is required for the Company's execution, delivery and performance of the Transaction Documents this Agreement and consummation by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws of and from the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesNASD.