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. The Company is not in violation of its charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 is a party or by which it may be bound, or to which any of the Company’s properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be expected, individually or in the aggregate, to have a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the 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 or by-laws of the 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 pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the 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, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its charter memorandum and articles of association in force on the date of this Agreement, or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease 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 it is a party or by which it may be boundbound (including, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the Company’s properties property or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as could not be expectedwould not, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus Disclosure Package 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 or by-laws memorandum and articles of association of the Company Company, 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 pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case 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, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus 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 and such as may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (the “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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter articles of association or by-laws similar organizational documents, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could would not be reasonably expected, individually or in the aggregate, to have a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities 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 articles of association or by-laws of the Company (ii) will not conflict with laws, partnership agreement 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 pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the 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, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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.operating agreement or

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 is a party or by which it may be bound, or to which any of the Company’s properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be expected, individually or in the aggregate, to have a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this AgreementAgreement and any Terms Agreement by the Company, the Trust Agreement, issuance and sale of the Warrant Agreement, Shares by the Subscription Agreement, Company and the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time thereby will not (with or without notice or lapse 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”time or both) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws of the Company (ii) will not conflict with or result in a breach or violation of any of the terms or provisions of, constitute a breach of, or Default default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, encumbrance, security interest, claim or charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, any indenture, mortgage, deed of trust, loan agreement or require other agreement or instrument to which the consent Company or any of its Subsidiaries is a party or by which the Company or any other party toof its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject, any Existing Instrument and (iiiii) will not result in any violation of the provisions of the charter or by-laws (or analogous governing instruments, as applicable) of the Company or any of its Subsidiaries or (iii) result in the violation of any law, administrative regulation statute, rule, regulation, judgment, order or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, of any court or other governmental or regulatory authority agency or agencybody, is required fordomestic or foreign, having jurisdiction over the Company or any of its Subsidiaries or any of their properties or assets except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in connection withthe aggregate, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “FINRA”)a Material Adverse Effect. As used herein, a 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, 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 CompanyCompany of any of its Subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be expectedwould not, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance of this Agreement, Agreement and the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the 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 or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries except for such conflicts, breaches or violations specified in subsections (ii) and (iii) above that would not, individually or in the aggregate, result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter articles of association or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the condition (financial conditionor other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities 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 articles of association or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 Instrument, except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws (or comparable governing documents) or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease 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 Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as could not be expectedwould not, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, and consummation of the transactions contemplated hereby and by the 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 or by-laws of the Company or of any 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 Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except for such violations as would not, individually or in the aggregate, result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (the “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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not None of the Main Street Entities are in violation of its charter or default under (i) their respective charter, by-laws laws, or is in default any similar organizational document; (or, with the giving of notice or lapse of time, would be in defaultii) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (includinginstrument, without limitation, and any pledge agreement, security agreement, mortgage supplements or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) amendments thereto and including any Portfolio Company Agreement to which the Company is they are a party or by which it may be bound, bound or to which any of the Company’s properties or assets are subject subject; and (eachiii) any statute, an “Existing Instrument”)law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over them or any of their properties, as applicable, except with respect to clauses (ii) and (iii) herein, for such Defaults violations or defaults as could not be expectedwould not, individually or in the aggregate, to have a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”). 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 this Agreement, Agreement by the Trust Agreement, Company and the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the 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”) 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 ▇▇▇▇ ▇▇▇) and will not result in any violation of the provisions of the charter or by-laws bylaws of the Company Company, (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 pursuant to, or require the consent of any other party to, any Existing Instrument 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 Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement, Agreement by the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement Company or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale 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 1933 Act and the 1940 Act and such as may be required under any applicable state securities or blue sky laws or laws, from the Financial Industry Regulatory Authority, Inc. (the “FINRA”) or under the rules and regulations of the New 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, 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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter articles of association or by-laws similar organizational documents, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could would not be reasonably expected, individually or in the aggregate, to have a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities 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 articles of association or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except as to clause (ii) and (iii) above as would not reasonably be expected, individually or in the 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, is required for, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws by laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be reasonably expected, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus 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 charter or by-laws by laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 Instrument, except as could not be reasonably expected, individually or in the aggregate, to result in a Material Adverse Change; and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws by laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be expected, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus 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 charter or by-laws by laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 (except as may have been obtained by the Company) of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus 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 and such as may be required under applicable state or provincial securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. FINRA (the “FINRA”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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor its subsidiary is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 its subsidiary is a party or by which it or any of them may be bound, or to which any of the Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could would not be expected, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus 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 charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 its subsidiary pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or its subsidiary, except, in the case of the foregoing clauses (ii) and (iii), for such defaults or violations as would not, individually or in the 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, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. FINRA (the “FINRA”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 CompanyCompany or its subsidiary.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of association, charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be expectednot, individually or in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial conditionor other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale issue of the Offered Securities 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 memorandum and articles of association, charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 Instrument, except for such conflicts, breaches, Defaults or Debt Repayment Triggering Events or liens, charges or encumbrances that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except for such violations as could not, individually or in the 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, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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.used

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its charter memorandum and articles of association, as amended and restated, or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease 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 it is a party or by which it may be boundbound (including, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the Company’s properties property or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as could not be expectedwould not, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus Disclosure Package 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 or by-laws memorandum and articles of association of the Company Company, 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 pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case 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, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus 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 and such as may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (the “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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 is a party or by which it may be bound, or to which any of the Company’s properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be expected, individually or in the aggregate, to have a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the 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 or by-laws of the 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 pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the 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, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and or by the Registration Statement, Transaction Documents (including the Time issuance and sale of Sale Prospectus the Securities and the Prospectususe of the proceeds from the sale of the Securities will not (A) result in a material breach or violation of any of the terms and provisions of, except such as have been obtained or made constitute a default under, any law, order, rule or regulation to which the Company or any subsidiary is subject (including, without limitation, those promulgated by the Company Food and are in full force Drug Administration of the U.S. Department of Health and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. Human Services (the “FINRAFDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or by which any property or asset of the Company or any subsidiary is bound or affected, (B) conflict with, result in any violation or breach of, or constitute a default (or an event that with the giving of notice or lapse of time or both would givebecome a default) under, or give to others any right of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) (a “Default Acceleration Event”) of, any agreement, lease, credit facility, debt, note, bond, mortgage, indenture or other instrument (“Contract”) or obligation or other understanding to which the Company or any subsidiary is a party or by which any property or asset of the Company or any subsidiary is bound or affected or any instrument of approval granted to it by the Israel Innovation Authority of the Israeli Ministry of Economy and Industry or any instrument of approval granted to any of them by the Authority for Investment and Development of Industry and the Economy of the Israeli Ministry of Economy and Industry, except to the extent that such conflict, default, or Default Acceleration Event is not reasonably likely to result in a Material Adverse Effect, or (C) result in a breach or violation of any of the terms and provisions of, or constitute a default under, the holder Company’s articles of incorporation (as the same may be amended or restated from time to time) or bylaws (as the same may be amended or restated from time to time). Except as set forth in the SEC Reports, neither the Company nor any of its subsidiaries is in violation, breach or default under its articles of incorporation (as the same may be amended or restated from time to time), bylaws (as the same may be amended or restated from time to time) or other equivalent organizational or governing documents. The Company nor, to its knowledge, any other party is in violation, breach or default of any noteContract that has resulted in or could reasonably be expected to result in a Material Adverse Effect. Each approval, debenture consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other evidence of indebtedness (or any person acting on such holder’s behalf) governmental body necessary in connection with the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness execution and delivery by the CompanyCompany 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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not (i) in violation of its charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under its charter, by-laws or organizational documents, (ii) in Default under any indenture, loanmortgage, loan or credit agreement, deed of trust, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreementobligation, mortgage condition, covenant or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or such subsidiary is a party or by which it may be bound, or to which any of the Company’s properties property or assets are 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 such subsidiary or any of its properties, as applicable, except with respect to clauses (ii) and (iii) only, for such Defaults or violations as could not be expectedwould not, individually or in the aggregate, to have a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, and consummation of the transactions contemplated hereby and hereby, by the 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 Default under the provisions of the charter or charter, by-laws or 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 pursuant to, or require the consent of any other party to, any Existing Instrument 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 CompanyCompany 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. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and hereby, by the 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “FINRA”)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 behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not (i) in violation of its charter charter, bylaws or by-laws other constitutive document or is (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease 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 boundbound (including, without limitation, the Company’s ABL Facility), or to which any of the Company’s properties property or assets are 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 as could not be expectedwould not, individually or in the aggregate, reasonably be expected to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance of this Agreementthe Transaction Documents by the Company and the Guarantors party thereto, and the Trust Agreementissuance and delivery of the Securities and the Exchange Securities, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, and consummation of the transactions contemplated hereby and thereby and by the 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”) 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, bylaws or by-laws 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 Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative regulation, administrative, regulatory or court decree decree, or written agreement or other written statement issued by applicable regulators, applicable to the CompanyCompany or any subsidiary, 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, 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, or in connection with, for the Company’s execution, delivery and performance of this Agreementthe Transaction Documents by the Company and the Guarantors to the extent a party thereto, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract issuance and delivery of the Securities or the Exchange Securities, or consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the ProspectusOffering Memorandum, except (i) filings on Form 8-K under the Exchange Act disclosing the offer and sale of the Notes, (ii) such as may be required by the securities or Blue Sky laws of the various states in connection with the offer or sale of the Notes, (iii) such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which givesGuarantors, or with (iv) where the giving of notice failure to obtain such consents, approvals, authorizations, orders, registrations, filings 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.qualifications would

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws by‑laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could reasonably would not be expected, individually or in the aggregate, to have a material adverse effect on the condition (financial conditionor other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities 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 or by-laws by‑laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 as reasonably would not be expected, individually or in the aggregate, to have a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws bylaws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be expected, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus and the issuance and sale of the Offered Securities Placement Shares (including the use of proceeds from the sale of the Offered Securities Placement Shares as described in the Registration Statement, the Time of Sale Prospectus 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 charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. FINRA (the “FINRA”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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the condition (financial conditionor other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Primary Shares (including the use of proceeds from the sale of the Offered Securities Primary 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 or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization Company or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectusits subsidiaries, except such as have been obtained or made by in the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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.case of

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the condition (financial conditionor other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities 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 or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 Instrument, except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. Authority (the “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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws by laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be expected, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus 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 charter or by-laws by laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. FINRA (the “FINRA”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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any subsidiary is not in violation of or default under its charter (i) charter, articles or by-laws certificate of incorporation, bylaws, or is in default similar organizational documents; (or, with the giving of notice or lapse of time, would be in default) (“Default”ii) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease 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 may be bound, bound or to which any of the Company’s properties property or assets are subject of the Company or any of its subsidiaries is subject; or (eachiii) any statute, an “Existing Instrument”)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 such subsidiary or any of its properties, as applicable, except for such Defaults violations or defaults as could not be expectedwould not, individually or in the aggregate, to have a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Investment Advisory Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Administration Agreement or the Contingent Forward Purchase Contract, and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and (including the issuance and sale of the Offered Securities (including Shares and the use of proceeds from the sale of the Offered Securities 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, articles or by-laws certificate of incorporation or bylaws of the Company or similar organizational documents of any subsidiary, (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 Instrument 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 Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any subsidiary. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Investment Advisory Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Administration Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus 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 1933 Act, the 1940 Act and the Rules and Regulations and such as may be required under any applicable state securities or blue sky laws or from the Financial Industry Regulatory Authority, Inc. (the “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 CompanyNASD.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the condition (financial conditionor other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities 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 or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, Default, Debt Repayment Triggering Event, lien, charge or encumbrance that would not, individually or in the 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, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under applicable state or foreign securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its charter certificate of incorporation or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 is a party or by which it may be bound, or to which any of the Company’s its properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could would not be reasonably expected, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities 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 certificate of incorporation or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the 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 pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of clause (ii) and (iii) as would not 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, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws by laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could would not be expected, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus 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 charter or by-laws by laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. FINRA (the “FINRA”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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its charter or by-laws or laws, and is not in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 is a party or by which it may be is bound, or to which any of the Company’s its properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be expected, individually or in the aggregate, to have a material adverse effect on the condition (financial conditionor other), earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities 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 or by-laws of the 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 pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“"Default”") under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease 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 boundbound (including, without limitation, the Company's term loan with Finova Capital Corporation, real estate and equipment loans with General Electric Capital Corporation and its affiliates, real estate and equipment loans with various parties, including Captec Financial Group and its affiliates, credit agreement with U.S. Bank National Association and credit agreement with Wachovia Bank, N.A.), or to which any of the Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, an “"Existing Instrument”"), except for such Defaults as could not be expectedwould not, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s 's execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, and consummation of the transactions contemplated hereby and by the 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 or 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 and Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances (iiia) will not as would not, individually or in the aggregate, result in any violation of any lawa Material Adverse Change, administrative regulation or administrative (b) for which valid consents or court decree applicable to waivers have been obtained by the Company. No consent, approval, authorization or other order of, or registration (c) as would exist under the term loan with Finova Capital Corporation or filing withthe credit agreement with U.S. Bank National Association, any court or other governmental or regulatory authority or agencywhich loans will be repaid in full from the proceeds of the A. To the Company's knowledge, is required forand except for Exquizite Dining, LLC, none of the Company's franchisees are in default under, or in connection withbreach of, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement any franchise agreement to which any franchisee is a party or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as which any franchisee may be required under applicable state securities bound or blue sky laws to which any property or the Financial Industry Regulatory Authority, Inc. (the “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 assets 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 Companyfranchisee is subject.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter articles of association or by-laws similar organizational documents, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could would not be reasonably expected, individually or in the aggregate, to have a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus and the issuance and sale of the Offered Securities Placement Shares (including the use of proceeds from the sale of the Offered Securities Placement Shares as described in the Registration Statement, the Time of Sale Prospectus 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 charter articles of association or by-laws by laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization Company or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectusits subsidiaries, except such as have been obtained or made by the Company to clause (ii) and are in full force and effect under the Securities Act and such (iii) above as may would not reasonably be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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.expected,

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the condition (financial conditionor other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities 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 or by-laws by‑laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 Instrument, except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. Authority (the “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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws by laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be expected, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus 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 charter or by-laws by laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 Instrument, except as could not be expected, individually or in the aggregate, to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except for such conflicts, breaches, Defaults, liens, charges, encumbrances or violations specified to subsections (ii) and (iii) above that 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, is required for, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-by laws or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could would not be reasonably expected, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Pricing Prospectus and the Prospectus and the issuance and sale of the Offered Securities Stock (including the use of proceeds from the sale of the Offered Securities Stock as described in the Registration Statement, the Time of Sale Pricing 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 or by-by laws or similar organizational documents, as applicable, 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 and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease 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 Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as could not be expectedwould not, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, any Terms Agreement and consummation of the transactions contemplated hereby herein or in any Terms Agreement and by the 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 or 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 or, require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any subsidiary. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract any Terms Agreement and consummation of the transactions contemplated hereby herein, in any Terms Agreement and by the 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 and such as Act, or that may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (the “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 CompanyExchange.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be expectedwould not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial conditionor other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities 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 or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 Instrument, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be expectedwould not, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance of this Agreement, Agreement and the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the 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 or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries except for such conflicts, breaches or violations specified in subsections (ii) and (iii) above that would not, individually or in the aggregate, result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “FINRA”)FINRA and NASDAQ. 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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could would not reasonably be expected, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus 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 charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary (ii) will not not, whether with or without the giving of notice or passage of time or both, 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, to any Existing Instrument Instrument, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except 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, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. FINRA (the “FINRA”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, 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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter articles of incorporation or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the condition (financial conditionor other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities 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 articles of incorporation or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be expected, individually or in the aggregate, to have a material adverse effect on the condition (financial conditionor other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the 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 or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its charter certificate of incorporation or by-laws amended and restated memorandum and articles of association or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease 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 it is a party or by which it may be boundbound (including, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the Company’s properties property or assets of the Company are subject (each, an “Existing Instrument”), except for such Defaults as could not be expectedwould not, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus Disclosure Package 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 or by-laws memorandum and articles of association of the Company Company, 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 pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case 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, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, except such as have been obtained for the registration or made by qualification of the Company and are in full force and effect Offered Securities under the Securities Act and such as may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (the “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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of association, charter or by-laws by laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities properties or operations or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). The Each of the Company’s and Lombard’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares by the Company 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 memorandum and articles of association, charter or by-laws bylaws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary (including but not limited to any change of control or other violation as a result of the Change of Domicile) (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 and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except, as it relates to (ii) and (iii) above, as could not reasonably be expected, individually or in the 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, is required for, or in connection with, for the Company’s or Lombard’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and Act, such as may be required under applicable state securities or blue sky laws or FINRA and, prior to the Financial Industry Regulatory AuthorityFirst Closing Date, Inc. (for the “FINRA”)court order required in connection with the Change of Domicile. 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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its constitution, charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, Agreement and the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase ContractWarrants, consummation of the transactions contemplated hereby and by the 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 constitution, charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any 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 and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, as would not reasonably be expected individually or in the 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, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, Agreement and the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract Warrants and consummation of the transactions contemplated hereby and by the 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 and such as may be required under applicable state securities or blue sky laws, the laws of the Republic of Ireland or the Financial Industry Regulatory Authority, Inc. (the “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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the condition (financial conditionor other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities 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 or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries except for such conflicts, breaches, Defaults, violations, Debt Repayment Triggering Events (as defined below), liens, charges or encumbrances specified in clauses (ii) and (iii) above that would, individually or in the 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, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of the Material Subsidiaries (i) is not in violation of its charter charter, articles or by-laws laws, partnership agreement or operating agreement or similar organizational document, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any material indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise or other instrument guarantee to which the Company or any of the Material Subsidiaries is a party or by which it or any of them may be bound (including, without limitation, any credit agreement, guarantee, indenture, pledge agreement, security agreement, mortgage agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which indebtedness of the Company is a party or by which it may be boundany of the Material Subsidiaries), or to which any of the Company’s properties material property or assets are of the Company or any of the Material Subsidiaries is subject (each, an “Existing Instrument”), ) except for any such Defaults as could that would not reasonably be expected, individually or expected to result in the aggregate, to have a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the each Applicable 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 Firm Shares and the Prospectus under the caption “Use of Proceeds”) Additional Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter charter, articles or the by-laws laws, partnership agreement or operating agreement or similar organizational document of the Company or any Material 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 pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the 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, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws bylaws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could would not be expected, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus 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 charter or by-laws by laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 Instrument, except as would not be expected, individually or in the aggregate, to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except as with regard to subclauses (ii) and (iii) would not 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, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus 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 and except for (i) the registration of the Shares under the Securities Act; (ii) such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required under the Exchange Act, and applicable state or foreign securities or blue sky laws or and/or the Financial Industry Regulatory Authority, Inc. bylaws and rules of FINRA (as defined below) in connection with the “FINRA”)sale of the Shares; and (iii) the inclusion of the Shares on the Principal Trading Market. 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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor its significant subsidiary is not in violation of its charter or by-laws or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 its significant subsidiary is a party or by which it or either of them may be bound, or to which any of the Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be expectedwould not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, each of the Trust Agreement, Transaction Documents and the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus Transactions 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 or by-laws or similar organizational documents, as applicable, of the Company or its significant 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 its significant subsidiary pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or its significant subsidiary, except in the case of clauses (ii) and (iii) such as would not, individually or in the 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, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, each of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract Transaction Documents and consummation of the transactions Transactions contemplated hereby by this Agreement and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company Company, or received from any Regulatory Agency (as defined below) and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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 CompanyCompany or its significant subsidiary.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not (i) in violation of its charter or by-laws or is 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, loanmortgage, loan or credit agreement, deed of trust, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreementobligation, mortgage condition, covenant or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company is a party or by which it may be bound, or to which any of the Company’s properties or assets are 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 properties, except with respect to clauses (ii) and (iii) only, for such Defaults as could not be expectedwould not, individually or in the aggregate, to have a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, and consummation of the transactions contemplated hereby hereby, by the Disclosure Package and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and (including the issuance and sale of the Offered Securities (including Units and the use of proceeds from the sale of the Offered Securities Units and the Common Stock and Warrants to be sold pursuant to the Warrant Private Placement Agreements, the Unit Private Placement Agreement and the Co-Investment Agreement as described in the Registration Statement, the Time of Sale Prospectus and 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 Agreements, the Unit 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 of the provisions of Default under the charter or by-laws of the Company Company, (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 pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, 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 CompanyCompany of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of 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, agency is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby hereby, by the Disclosure Package and by the 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 and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (the “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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the condition (financial conditionor other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities 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 or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, Default, Debt Repayment Triggering Event, lien, charge or encumbrance that would not, individually or in the 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, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under applicable state or foreign securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. Authority (the “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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter articles of association or by-laws similar organizational documents, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could would not be reasonably expected, individually or in the aggregate, to have a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities 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 articles of association or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the 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, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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.violation

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-by laws or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could would not be reasonably expected, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus 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 charter or by-laws by laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consentCompany or any of its subsidiaries, approvalexcept for such conflicts, authorization breaches, Defaults, liens, charges, encumbrances or other order ofviolations specified to subsections (ii) and (iii) above that would not reasonably be expected, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, individually or in connection withthe aggregate, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as to have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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 CompanyMaterial Adverse Change.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 subsidiary is a party or by which it or any of them may be bound, or to which any of the Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could would not reasonably be expected, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance by the Company of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Placement Shares (including the use of proceeds from the sale of the Offered Securities Placement 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 or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a material breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any subsidiary, except for such 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, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, Agreement and the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws bylaws or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could would not be reasonably expected, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus 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 charter or by-laws bylaws or similar organizational documents, as applicable, 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 and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus 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 and such as may be required under applicable state securities or blue sky laws or by the Financial Industry Regulatory Authority, Inc. (the “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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 is a party or by which it may be bound, or to which any of the Company’s properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be expected, individually or in the aggregate, to have a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, and consummation of the transactions contemplated hereby and or by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus and (including the issuance and sale of the Offered Securities (including Placement Shares and the use of the proceeds from the sale of the Offered Securities Placement 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 (A) result in any a violation of the provisions any existing applicable law, rule, regulation, judgment, order or decree of the charter or by-laws of the Company (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event any Governmental Entity (as defined below) under, or result in to which the creation or imposition of any lien, charge or encumbrance upon any property or assets Company is subject as of the Company pursuant todate hereof, or require the consent of any other party to(B) conflict with, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order breach of, or registration constitute a default (or filing withan event that with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) (a “Default Acceleration Event”) of, any court agreement, lease, credit facility, debt, note, bond, mortgage, indenture or other governmental instrument (“Contract”) or regulatory authority obligation or agencyother understanding to which the Company or any subsidiary is a party or by which any property or asset of the Company or any subsidiary is bound or affected, is required forexcept to the extent that such conflict, default, or Default Acceleration Event is not reasonably likely to result in connection witha Material Adverse Change, or (C) result in a breach or violation of any of the terms and provisions of, or constitute a default under, the Company’s executionMemorandum and Articles of Association (as the same may be amended or restated from time to time) (the “Charter”) or other equivalent organizational or governing documents, except in the case of each of clauses (A) and (B), as disclosed in the Registration Statement and the Prospectus or to the extent that such conflict, default, or Default Acceleration Event would not have or would not reasonably be expected to result in a Material Adverse Change. The Company is not in violation, breach or default under the Charter or other equivalent organizational or governing documents. Neither the Company nor, to its knowledge, any other party is in violation, breach or default of any Contract that has resulted in or could reasonably be expected to result in a Material Adverse Change. 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 this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation Company of the transactions herein contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have has been obtained or made by the Company and are is in full force and effect under effect, except (i) with respect to any Applicable Time at which the Securities Act and such as may Sales Agent would not be required under applicable state securities or blue sky laws or able to rely on Rule 5110(b)(7)(C)(i) of the Financial Industry Regulatory Authority, Inc. (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event such additional steps as may be required by FINRA, (ii) filings with the Commission required under the Securities Act or condition which givesthe Exchange Act, or filings with the giving Exchange pursuant to the rules and regulations of notice the Exchange, in each case that are contemplated by this Agreement to be made on or lapse after the date of time would givethis Agreement, and (iii) such additional steps as may be necessary to qualify 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 Placement Shares for sale by the CompanySales Agent under state securities or Blue Sky laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the condition (financial conditionor other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities 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 or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except for such conflicts, breaches or violations specified in subsections (ii) and (iii) above that would 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, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company None of the Company, the Operating Partnership, nor any of their subsidiaries is not in violation of its charter partnership agreement, charter, bylaws, or by-laws limited liability company agreement or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease 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 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 Company’s properties property or assets are of the Operating Partnership, the Company or any of their subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as could not be expectedwould not, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”). The Company’s and the Operating Partnership’s execution, delivery and performance of this the Sales Agreements or of any Terms Agreement or Alternative Terms Agreement, and the Trust Agreementissuance and delivery of the Shares, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, and consummation of the transactions contemplated hereby by the Sales Agreements and by the 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”) by any Terms Agreement or Alternative Terms Agreement (i) have been duly authorized by all necessary partnership or corporate action action, as applicable, and will not result in any violation of the provisions of the charter partnership agreement, charter, bylaws or by-laws limited liability company agreement of the Company Company, the Operating Partnership or any of 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 their subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, and (iii) will not result in any violation of any law, statute, administrative regulation or administrative or court decree applicable to the 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, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement Operating Partnership or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “FINRA”)any subsidiary. 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, the Operating Partnership, or any of their subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 is a party or by which it may be bound, or to which any of the Company’s its properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could would not be reasonably expected, individually or in the aggregate, to have a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities 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 or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company 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 pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the 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, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except for such as have been obtained conflicts, breaches, Defaults, liens, charges, encumbrances or made by the Company violations specified to subsections (ii) and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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 iii) above that 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.not reasonably be

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its Subsidiaries is not (i) in violation of its charter charter, bylaws or by-laws other constitutive document or is (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease 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 boundbound (including, without limitation, (i) the Indenture, dated as of September 16, 2009, between the Company and ▇▇▇▇▇ Fargo Bank, N.A., as supplemented by the First Supplemental Indenture, dated as of September 16, 2009, between the Company and ▇▇▇▇▇ Fargo Bank, N.A. and (ii) the Credit Agreement (as defined in the Offering Memorandum)), or to which any of the Company’s properties property or assets are 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 as could not be expectedwould not, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance of this Agreementthe Transaction Documents by the Company and the Guarantors party thereto, and the Trust Agreementissuance and delivery of the Securities and the Exchange Securities, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, and consummation of the transactions contemplated hereby and thereby and by the 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”) 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, bylaws or by-laws 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 Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any 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, or in connection with, for the Company’s execution, delivery and performance of this Agreementthe Transaction Documents by the Company and the Guarantors to the extent a party thereto, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract issuance and delivery of the Securities or the Exchange Securities, or consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus and the ProspectusOffering Memorandum, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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.in

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor the Subsidiary is not in violation of its charter articles or by-laws or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 the Subsidiary is a party or by which it or any of them may be bound, or to which any of the Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be expected, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus General Disclosure Package 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 General Disclosure Package 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 articles or by-laws or similar organizational documents, as applicable, of the Company or 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 the Subsidiary pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or the Subsidiary, except in the case of (ii) and (iii) as would not reasonably be expected, individually or in the 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, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus General 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “FINRA”), (B) for the filing with the AMF of a notice under Section 12 of the Securities Act (Québec) (the “Québec Securities Act”), which notice has been filed, to which notice the AMF has not objected, or in respect of which the time period during which the AMF may raise any objection has elapsed, all as prescribed by Section 12 of the Québec Securities Act and (C) if applicable, the filing of a report of exempt distribution under NI 45-106 with payment of applicable filing fees to, and if applicable, delivery of any final Canadian offering memorandum to (as applicable) the securities regulatory authority in each jurisdiction of Canada in which sales of the Offered Securities are made and such delivery is required. 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 CompanyCompany or the Subsidiary.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter certificate of incorporation or by-by laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease 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, bound or to which any of the Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as could not be expectedwould not, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, and consummation of the transactions contemplated hereby and by the 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 certificate of incorporation or by-by laws of the Company or any subsidiary, (ii) are within the Company’s corporate powers, (iii) 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 would not, individually or in the aggregate, result in a Material Adverse Change and (iiiiv) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any subsidiary, except for any violations which would not, individually or in the aggregate, result in a Material Adverse Change. No Assuming compliance by NMS and BAS with the terms and conditions contained in the Note Purchase 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectushereby, except such as (i) are contemplated by this Agreement under the Securities Act or (ii) have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. (the “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 CompanyNASD.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-by laws or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could would not be reasonably expected, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus 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 charter or by-by laws or similar organizational documents, as applicable, 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 and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease 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 is a party or by which it may be bound, or to which any of the Company’s properties property or assets are of the Company is subject (each, an “Existing Instrument”), except for such Defaults as could not be expectedwould not, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, and consummation of the transactions contemplated hereby and by the 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 or by-laws of the Company 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 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 would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agencyGovernmental Authority, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (the “FINRA”). As used herein, a “Debt Repayment Triggering EventGovernmental Authority” means (i) any event federal, provincial, state, local, municipal, national or condition which givesinternational government or governmental authority, regulatory or with the giving of notice administrative agency, governmental commission, department, board, bureau, agency or lapse of time would giveinstrumentality, the holder court, tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political subdivision 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 Companyforegoing.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus 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 charter or by-laws or similar organizational documents, as applicable, 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 and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except for such conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above that would not, individually or in the 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, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor its subsidiary is not in violation of its charter certificate of incorporation or by-laws bylaws or is in default (or, with the giving of notice or lapse of time, would be in default) (“"Default”") under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease 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 its subsidiary is a party or by which it either of them may be bound, or to which any of the Company’s properties property or assets are of the Company or its subsidiary is subject (each, an “"Existing Instrument”"), except for such Defaults as could not be expectedwould not, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s 's execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, and consummation of the transactions contemplated hereby and by the 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 certificate of incorporation or by-laws bylaws of the Company or its 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 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 would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or its subsidiary. 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, or in connection with, for the Company’s 's execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. (the “FINRA”"NASD"). 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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws by laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be expected, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus 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 charter or by-laws by laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 Instrument, except as could not be expected, individually or in the aggregate, to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except for such violations as would not 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, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus Statement and the 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 Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the condition (financial conditionor other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities 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 or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 Instrument, except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. Authority (the “FINRA”)) and (B) such as have been obtained under the laws and regulations of jurisdictions outside the United States in 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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not None of the Main Street Entities are in violation of its charter or default under (i) their respective charter, by-laws laws, or is in default any similar organizational document; (or, with the giving of notice or lapse of time, would be in defaultii) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (includinginstrument, without limitation, and any pledge agreement, security agreement, mortgage supplements or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) amendments thereto and including any Portfolio Company Agreement to which the Company is they are a party or by which it may be bound, bound or to which any of the Company’s properties or assets are subject subject; and (eachiii) any statute, an “Existing Instrument”)law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over them or any of their properties, as applicable, except with respect to clauses (ii) and (iii) herein, for such Defaults violations or defaults as could not be expectedwould not, individually or in the aggregate, to have a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”). 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 Shares contemplated hereby other than the Manager and any Alternative Manager pursuant to this Agreement and the relevant Alternative Equity Distribution Agreement, as applicable. The Company’s execution, delivery and performance of this Agreement, Agreement by the Trust Agreement, Company and the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the 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 action, have been effected in accordance with the 1940 Act and will not result in any violation of the provisions of the charter or by-laws bylaws of the Company Company, (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 pursuant to, or require the consent of any other party to, any Existing Instrument 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 Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement, Agreement by the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement Company or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus 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 1933 Act and the 1940 Act and such as may be required under any applicable state securities or blue sky laws or laws, from the Financial Industry Regulatory Authority, Inc. (the “FINRA”) or under the rules and regulations of the New 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, 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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter articles of association or by-laws similar organizational documents, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could would not be reasonably expected, individually or in the aggregate, to have a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities 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 articles of association or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the 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, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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.Debt

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company None of the Operating Partnership, the Company, nor any of their subsidiaries is not in violation of its charter partnership agreement, charter, bylaws, or by-laws limited liability company agreement or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease 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 Operating Partnership, the Company or any of their subsidiaries is a party or by which it the Operating Partnership, the Company or any of their subsidiaries may be bound, or to which any of the Company’s properties property or assets are of the Operating Partnership, the Company or any of their subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as could not be expectedwould not, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”). The Operating Partnership's and the Company’s 's execution, delivery and performance of this Agreement, the Trust AgreementIndenture and the Notes, and the Warrant Agreementissuance and delivery of the Notes, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Time of Sale Prospectus General Disclosure Package 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 partnership or corporate action action, as applicable, and will not result in any violation of the provisions of the charter partnership agreement, charter, bylaws or by-laws limited liability company agreement of the Operating Partnership, the Company or any of 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 Operating Partnership, the Company or any of their subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, and (iii) will not result in any violation of any law, statute, administrative regulation or administrative or court decree applicable to the 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, or in connection withOperating Partnership, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement Company or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “FINRA”)any subsidiary. 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 CompanyOperating Partnership, the Company or any of their subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its charter or by-laws laws, partnership agreement or is operating agreement or similar organizational documents, as applicable, or in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 is a party or by which it or any of them may be bound, or to which any of the Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could would not reasonably be expected, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus Prospectus, and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities 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 or by-laws laws, operating agreement or similar organizational documents, as applicable, of the Company (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 pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under applicable state securities or blue sky laws laws, or the rules of the Financial Industry Regulatory Authority, Inc. (the “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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws by laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise contract 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be expected, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus 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 charter or by-laws by laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 Instrument, except as could not be reasonably expected, individually or in the aggregate, to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. 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, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor its subsidiary is not (i) in violation of its charter memorandum of association or bybye-laws or is in default therewith (or, with the giving of notice or lapse of time, would be in default) (“Default”) (ii) in Default under any indenture, loanmortgage, loan or credit agreement, deed of trust, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreementobligation, mortgage condition, covenant or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or its subsidiary is a party or by which it either of them may be bound, or to which any of the Company’s properties property or assets are of the Company or its subsidiary 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 its subsidiary or any of their respective properties, as applicable, except with respect to clauses (ii) and (iii) only, for such Defaults as could not be expectedwould not, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus Disclosure Package 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 memorandum of association or bybye-laws of the Company or its 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 its subsidiary 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 would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation regulation, judgment, order or administrative or court decree applicable to the CompanyCompany or its subsidiary of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or its subsidiary or their respective properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agencyagency (including, without limitation, any insurance regulatory agency or body), is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus 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 and such Act, as may be required under applicable state securities or blue sky laws, insurance securities laws or any laws of jurisdictions outside the Financial Industry Regulatory Authority, United States in connection with the distribution of shares by or for the account of the Underwriters and from the National Association of Securities Dealers Inc. (the “FINRANASD”), and (B) such as have been obtained from the Bermuda Monetary Authority and are in full force and effect as described in the Prospectus. 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 CompanyCompany or its subsidiary.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its articles of incorporation or other charter documents or by-laws bylaws or is in default (or, with the giving of notice or lapse of time, would be in default) (“"Default”") under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other material 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 Company’s properties property or assets are of the Company or any of its subsidiaries is subject (each, an “"Existing Instrument”"), except for such Defaults as could not be expectedwould not, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s 's execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, and consummation of the transactions contemplated hereby and by the 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 articles of incorporation or other charter documents or by-laws bylaws 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 part to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any subsidiary. 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, or in connection with, for the Company’s 's execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. (the “FINRA”"NASD"). 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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could would not be reasonably expected, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities 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 or by-laws or similar organizational documents, as applicable, of the 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 pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the 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, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (the “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.any

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws by‑laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the condition (financial conditionor other), earnings, business, properties, operations, assets, assets or liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities 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 or by-laws by‑laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except in the case of subparagraphs (ii) and (iii), as would not 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. Authority (B) for those the “FINRA”)failure of which to obtain or make would not reasonably be expected to have a 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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the condition (financial conditionor other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities 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 or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 Instrument, except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the 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 and such as may be required under applicable state securities or blue sky laws laws, by NASDAQ or by the Financial Industry Regulatory Authority, Inc. Authority (the “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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 Company’s their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the condition (financial conditionor other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities 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 or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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 Instrument, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, Default, Debt Repayment Triggering Event, lien, charge or encumbrance that would not, individually or in the 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, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Regulation Authority, Inc. (the “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 CompanyCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, 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 is a party or by which it or any of them may be bound, or to which any of the Company’s its properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be expected, individually or in the aggregate, to have result in a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”)Change. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities 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 or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the 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 pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except 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, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus 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 and such as may be required under applicable state securities or blue sky laws or FINRA and (B) such as have been obtained under the Financial Industry Regulatory Authority, Inc. (laws and regulations of jurisdictions outside the “FINRA”)United States in 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.