Except as set forth in [Schedule 5.6], # no consent, approval or authorization of, or declaration, filing or registration with, any governmental body is required for the execution, delivery and performance by the Company of this Agreement and the Transaction Documents to which it is a party or for the consummation by the Company of the transactions contemplated hereby and thereby and # no consent, approval or authorization of any third party is required for the execution, delivery and performance by the Company of this Agreement and the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby.

Except as set forth in [Schedule 5.6], # noConsents. No consent, approval or other authorization of, or declaration, filing or registration with,of any governmental bodyauthority or under any contract or other agreement, instrument or commitment to which the Company is a party is required foras a result of or in connection with the execution,execution or delivery and performance by the Company of this Agreement and the Transaction Documentsother agreements and documents to which it is a partybe executed by the Company or for the consummation by the Company of the transactions contemplated hereby and thereby and # no consent, approval or authorization of any third party is required for the execution, delivery and performance by the Company of this Agreement and the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby.Transactions.

Except as set forth in [Schedule 5.6], # noGovernmental Consents. No permit, consent, approval or authorization of, or declaration,declaration to or filing or registration with, any governmental bodyauthority is required forin connection with the execution, delivery and performance by the Company of this Agreement and the Transaction Documents to which it is a party or for the consummation by the Company of theany other transactions contemplated hereby and thereby and # no consent, approval or authorization of any third party is required for the execution, delivery and performance by the Company of this Agreement and the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby.hereby.

Except as set forth in [Schedule 5.6], # noGovernmental Authorization; Third Party Consents. No consent, approvalapproval, authorization, order, registration or authorization of,qualification (each, an “Authorization”) of or declaration, filing or registration with,with any governmental bodyauthority or any other person is required for the execution, delivery andor performance by(including, without limitation, the sale of the Company Shares) by, or enforcement against, the Company of this Agreement and the Transaction Documents to which it is a party or for the consummation by the Company of the transactions contemplated hereby and thereby andby this Agreement, except # no consent, approvalsuch Authorizations as have already been obtained or authorization of any third party is required for the execution, delivery and performance by the Company of# as otherwise provided in this Agreement and the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby.Agreement.

Except as set forth in [Schedule 5.6], # no consent, approval or authorizationNo Consent of, or declaration,registration, declaration or filing with, or registration with,permit from, any governmental bodyGovernmental Entity is required forto be obtained or made by or with respect to the ​ in connection with the execution, delivery and performance by the Company of this Agreement and the Transaction Documents to which it is a party or for the consummation by the Company of the transactions contemplated hereby and thereby and # no consent, approval or authorization of any third party is required for the execution, delivery and performance by the Company of this Agreement and the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby.Transactions.

Except as set forth in [Schedule 5.6], # noConsents and Approvals of Government Authorities or Others. No consent, approval or authorization of, or declaration, filing or registration with, any governmental bodyor regulatory authority is required forin connection with the execution, delivery and performance by the Company of this Agreement andby Seller or the Transaction Documents to which it is a party or for the consummation by the Company of the transactions contemplated hereby and thereby and # no consent, approvalthereby, except where such action has been taken prior to the Closing. No consent from or authorization ofnotice to any third party is required for the execution, delivery and performance by the Company of this Agreement and the Transaction Documents to which it is a party and the consummation by the Company of theany transactions contemplated hereby and thereby.except as described in [Schedule 5.4].

Except as set forth in [Schedule 5.6], # noConsents. No consent, approvalapproval, order or authorization of, or declaration,registration, qualification, designation, declaration or filing or registration with, any governmental bodyauthority is required foron the execution,part of Seller in connection with the execution and delivery and performance by the Company of this Agreement and the Transaction Documents to which it is a party or for the consummation by the Company of the transactions contemplated hereby and thereby and # no consent, approval or authorization of any third party is required for the execution, delivery and performance by the Company of this Agreement and the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby.Agreement.

Except as set forth in [Schedule 5.6], # no consent, approval or authorization of, or declaration, filing or registration with, any governmental body is required for theConsents and Approvals. The execution, delivery and performance by the CompanySeller of this Agreement and the Transaction Documents to which it is a party or for the consummation by the Company of the transactions contemplated hereby do not and thereby and # no consent, approvalshall not require any consent of, action by or authorizationin respect of, or filing, submission or registration with, or giving of any third party is requirednotice to, any Governmental Authority or any other Person (each, an “Authorization”) to be obtained or made by the Seller, except # for such Authorizations as have already been obtained or made by the Seller before the date hereof, # for the execution, delivery and performancefiling of a [Schedule 13D] or an amended [Schedule 13G] by the Company of this Agreement andSeller with the Transaction Documents to which it is a party and the consummationSEC, or # as otherwise explicitly agreed by the Company of the transactions contemplated hereby and thereby.Parties or provided in this Agreement.

Except as set forth in [Schedule 5.6], # noConsents. No consent, approvalapproval, order or authorization of, or declaration,registration, qualification, designation, declaration or filing or registration with, any governmental bodyauthority is required foron the execution,part of Purchaser in connection with the execution and delivery and performance by the Company of this Agreement and the Transaction Documents to which it is a party or for the consummation by the Company of the transactions contemplated hereby and thereby and # no consent, approval or authorization of any third party is required for the execution, delivery and performance by the Company of this Agreement and the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby.Agreement.

Except as set forth in [Schedule 5.6], # no consent, approval or authorization of, or declaration, filing or registration with, any governmental body is required for the execution, delivery and performance by the Company of this Agreement and the Transaction Documents to which it is a party or for the consummation by the Company of the transactions contemplated hereby and thereby and # noNo consent, approval or authorization of or designation, declaration or filing with any third partygovernmental authority on the part of the Company is required forin connection with the execution,valid execution and delivery and performance by the Company of this Agreement andor the Transaction Documents to which it is a party andoffer, sale or issuance of the Shares or the consummation of any other transaction contemplated by the Company of the transactions contemplated hereby and thereby.this Agreement.