Other than such consents as have been obtained and filings under applicable federal and state securities laws, no consent, approval or authorization of, or declaration or filing with, any governmental authority on the part of the Company is required for the valid execution, delivery or performance of this Agreement or the valid offer, issuance, sale and delivery of the Shares.

Other than such consents as have been obtained and filings under applicable federal and state securities laws, noNo consent, approval or authorization of,of or designation, declaration or filing with,with any governmental authority on the part of the Company is required forin connection with the valid execution,execution and delivery or performance of this Agreement or the valid offer, issuance, sale and deliveryor issuance of the Shares.Shares or the consummation of any other transaction contemplated by this Agreement.

Other than such consents as have been obtained and filings under applicable federal and state securities laws, noGovernmental Authorization; Third Party Consents. No consent, approvalapproval, authorization, order, registration or authorization of,qualification (each, an “Authorization”) of or declaration or filing with,with any governmental authority on the part of the Companyor any other person is required for the valid execution, delivery or performance (including, without limitation, the sale of the Company Shares) by, or enforcement against, the Company of this Agreement or the valid offer, issuance, sale and deliveryconsummation by the Company of the Shares.transactions contemplated by this Agreement, except # such Authorizations as have already been obtained or # as otherwise provided in this Agreement.

Other than such consents as have been obtained and filings under applicable federal and state securities laws, noGovernmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority on the part of the Company is required forin connection with the valid execution, delivery orand performance by the Company of this Agreement or the valid offer, issuance, sale and deliveryconsummation by the Company of the Shares.any other transactions contemplated hereby.

Other than such consents as have been obtained and filings under applicable federal and state securities laws,Consents. Subject to compliance with any approval or Laws contemplated by the Arrangement Agreement, no consent, approvalapproval, order or authorization of, or declaration or filing with, any governmental authority on the part of the CompanyGovernmental Authority is required forto be obtained by the validShareholder in connection with the execution, delivery or performance of this Agreement or the valid offer, issuance, sale and delivery of the Shares.Agreement.