THE COMPANY AND ITS SUBSIDIARIES EACH (I) HAS MADE OR FILED ALL UNITED
STATES FEDERAL, STATE AND LOCAL INCOME AND ALL FOREIGN INCOME AND FRANCHISE TAX
RETURNS, REPORTS AND DECLARATIONS REQUIRED BY ANY JURISDICTION TO WHICH IT IS
SUBJECT, (II) HAS PAID ALL TAXES AND OTHER GOVERNMENTAL ASSESSMENTS AND CHARGES
THAT ARE MATERIAL IN AMOUNT, SHOWN OR DETERMINED TO BE DUE ON SUCH RETURNS,
REPORTS AND DECLARATIONS AND (III) HAS SET ASIDE ON ITS BOOKS PROVISION
REASONABLY ADEQUATE FOR THE PAYMENT OF ALL MATERIAL TAXES FOR PERIODS SUBSEQUENT
TO THE PERIODS TO WHICH SUCH RETURNS, REPORTS OR DECLARATIONS APPLY.
THERE ARE
NO UNPAID TAXES IN ANY MATERIAL AMOUNT CLAIMED TO BE DUE BY THE TAXING AUTHORITY
OF ANY JURISDICTION, AND THE OFFICERS OF THE COMPANY OR OF ANY SUBSIDIARY KNOW
OF NO BASIS FOR ANY SUCH CLAIM.
(CC)
FOREIGN CORRUPT PRACTICES.
NEITHER THE COMPANY NOR ANY
SUBSIDIARY, NOR TO THE KNOWLEDGE OF THE COMPANY OR ANY SUBSIDIARY, ANY AGENT OR
OTHER PERSON ACTING ON BEHALF OF THE COMPANY OR ANY SUBSIDIARY, HAS (I) DIRECTLY
OR INDIRECTLY, USED ANY FUNDS FOR UNLAWFUL CONTRIBUTIONS, GIFTS, ENTERTAINMENT
OR OTHER UNLAWFUL EXPENSES RELATED TO FOREIGN OR DOMESTIC POLITICAL ACTIVITY,
(II) MADE ANY UNLAWFUL PAYMENT TO FOREIGN OR DOMESTIC GOVERNMENT OFFICIALS OR
EMPLOYEES OR TO ANY FOREIGN OR DOMESTIC POLITICAL PARTIES OR CAMPAIGNS FROM
CORPORATE FUNDS, (III) FAILED TO DISCLOSE FULLY ANY CONTRIBUTION MADE BY THE
COMPANY OR ANY SUBSIDIARY (OR MADE BY ANY PERSON ACTING ON ITS BEHALF OF WHICH
THE COMPANY IS AWARE) WHICH IS IN VIOLATION OF LAW, OR (IV) VIOLATED IN ANY
MATERIAL RESPECT ANY PROVISION OF FCPA.
(DD)
ACCOUNTANTS.
THE COMPANY'S ACCOUNTING FIRM IS SET FORTH ON
SCHEDULE 3.1(DD) OF THE DISCLOSURE SCHEDULES.
TO THE KNOWLEDGE AND BELIEF OF
THE COMPANY, SUCH ACCOUNTING FIRM (I) IS A REGISTERED PUBLIC ACCOUNTING FIRM AS
REQUIRED BY THE EXCHANGE ACT AND (II) SHALL EXPRESS ITS OPINION WITH RESPECT TO
THE FINANCIAL STATEMENTS TO BE INCLUDED IN THE COMPANY'S ANNUAL REPORT FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2020.
(EE)
ACKNOWLEDGMENT REGARDING PURCHASERS' PURCHASE OF SECURITIES.
THE COMPANY ACKNOWLEDGES AND AGREES THAT EACH OF THE PURCHASERS IS ACTING SOLELY
IN THE CAPACITY OF AN ARM'S LENGTH PURCHASER WITH RESPECT TO THE TRANSACTION
DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY.
THE COMPANY FURTHER
ACKNOWLEDGES THAT NO PURCHASER IS ACTING AS A FINANCIAL ADVISOR OR FIDUCIARY OF
THE COMPANY (OR IN ANY SIMILAR CAPACITY) WITH RESPECT TO THE TRANSACTION
DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY AND ANY ADVICE GIVEN BY ANY
PURCHASER OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR AGENTS IN CONNECTION
WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY IS
MERELY INCIDENTAL TO THE PURCHASERS' PURCHASE OF THE SECURITIES.
THE COMPANY
FURTHER REPRESENTS TO EACH PURCHASER THAT THE COMPANY'S DECISION TO ENTER INTO
THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS HAS BEEN BASED SOLELY ON THE
INDEPENDENT EVALUATION OF THE TRANSACTIONS CONTEMPLATED HEREBY BY THE COMPANY
AND ITS REPRESENTATIVES.
(FF)
ACKNOWLEDGMENT REGARDING PURCHASER'S TRADING ACTIVITY.
ANYTHING IN THIS AGREEMENT OR ELSEWHERE HEREIN TO THE CONTRARY