No Material Actions or Proceedings. There are no legal or governmental actions, suits, proceedings, inquiries or investigations pending or, to the Company Group’s knowledge, threatened # against the Company Group or # which has as the subject thereof any property owned or leased by, the Company Group, which would, individually or in the aggregate, reasonably be expected to be material to the Company Group, considered as one enterprise, or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Parent or the Company of their respective obligations hereunder or under the Warrant Agreement, the Warrants, the Certificate of Designations or the Units (as applicable). The descriptions of any such actions, suits, proceedings, inquiries or investigations contained in the Public Filings present fairly the information disclosed therein.

There are no legal or governmental actions, suits, proceedings, inquiriesaudits, investigations or investigationsproceedings pending or, to the Company Group’s knowledge,knowledge of the Company, threatened # against the Company Groupin any court or # which has as the subject thereofbefore any property ownedgovernmental commission, board or leased by, the Company Group, which would, individually or in the aggregate,authority which, if adversely determined, would reasonably be expected to behave a material toadverse effect on the ability of the Company Group, considered as one enterprise, or materially and adversely affect the consummation of the transactions contemplated byto perform its obligations under this Agreement or the performance by the Parent or the Company of their respective obligations hereunder or under the Warrant Agreement, the Warrants, the Certificate of Designations or the Units (as applicable). The descriptions of any such actions, suits, proceedings, inquiries or investigations contained in the Public Filings present fairly the information disclosed therein.Warrant.