2.2.9. Assuming the accuracy of Subscribers representations and
warranties set forth in Section 2.1 of this Subscription Agreement, (i) no registration under the Securities Act is required for the offer and sale of the Subscribed Shares by the Issuer, and the transfer of the
Transferred Sponsor Shares by the Sponsor to Subscriber and (ii) no consent, approval, order, authorization of, or registration, qualification, designation, declaration or filing with, any court or other federal, state, local or other
governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by the Issuer and the Sponsor of this Subscription Agreement (including, without limitation, the issuance of the
Subscribed Shares and transfer of the Transferred Sponsor Shares), except for those applicable filings (a) with the Commission, (b) required by applicable state securities laws, (c) required in accordance with
Section 4, (d) required by the New York Stock Exchange (the NYSE) or NASDAQ Stock Exchange (NASDAQ), and (e) the failure of which to obtain would not be reasonably be expected to
have, individually or in the aggregate, an Issuer Material Adverse Effect.
2.2.10. There are no pending or, to the
knowledge of the Issuer, threatened, suits, claims, actions, or proceedings, which, if determined adversely, would, individually or in the aggregate, reasonably be expected to have an Issuer Material Adverse Effect. There is no unsatisfied judgment
or any open injunction binding upon the Issuer, which would, individually or in the aggregate, reasonably be expected to have an Issuer Material Adverse Effect.
2.2.11. The Issuer is in compliance with all applicable laws, except where such
non-compliance would not reasonably be expected to have an Issuer Material Adverse Effect. The Issuer has not received any written communication from a governmental entity, exchange or self regulatory
organization that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not, individually or in the
aggregate, be reasonably expected to have an Issuer Material Adverse Effect.
2.2.12. The Issuer made available to
Subscriber (including via the Commissions EDGAR system) a true, correct and complete copy of each form, report, statement, schedule, prospectus, proxy, registration statement and other documents filed by the Issuer with the Commission prior to
the date of this Subscription Agreement (the SEC Documents), which SEC Documents, as of their respective filing dates, complied in all material respects with the requirements of the Exchange Act applicable to the SEC Documents and
the rules and regulations of the Commission promulgated thereunder and applicable to the SEC Documents. As of their respective dates, subject to being supplemented or amended from time to time, all SEC Documents required to be filed by the Issuer
with the Commission prior to the date hereof complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder. None of the SEC
Documents filed under the Exchange Act, contained, when filed or, if amended prior to the date of this Subscription Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in
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