Common use of Registration Statement and Final Prospectus Clause in Contracts

Registration Statement and Final Prospectus. When the Registration Statement became effective, upon the filing or first delivery to the Investors of the Final Prospectus, as of the date hereof, and at the Closing Date, the Registration Statement (and any post-effective amendment thereto) and the Final Prospectus (as amended or as supplemented if the Company shall have filed with the Commission any amendment or supplement to the Registration Statement or the Prospectus), complied and will comply in all material respects with the Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the light of the circumstances under which they were made, in the case of the Final Prospectus) not misleading, and each Preliminary Prospectus, as of the date filed with the Commission, did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that no representation or warranty is made in this Section 3(b) with respect to statements or omissions made in reliance upon and in conformity with written information furnished to the Company by any of the Placement Agent expressly for inclusion in any Preliminary Prospectus, the Registration Statement, or the Final Prospectus, or any amendment or supplement thereto, as stated in Section 7(b) hereof. The Company has not distributed and will not distribute any offering material in connection with the offering and sale of the Shares, other than the Registration Statement, the Preliminary Prospectus and the Final Prospectus.

Registration Statement and Final Prospectus. When On each Effective Date, the Registration Statement became effectivedid, upon and when the filing or Final Prospectus is first delivery to filed in accordance with Rule 424(b) and on the Investors Closing Date and on any date on which Option Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Final Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Final ProspectusAct and the Exchange Act and the respective rules thereunder; on each Effective Date, as of at the date hereof, Execution Time and at on the Closing Date, the Registration Statement (and any post-effective amendment thereto) and the Final Prospectus (as amended or as supplemented if the Company shall have filed with the Commission any amendment or supplement to the Registration Statement or the Prospectus), complied and will comply in all material respects with the Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein (in not misleading; and on the light date of any filing pursuant to Rule 424(b) and on the circumstances under which they were madeClosing Date and any Settlement Date, in the case of the Final ProspectusProspectus (together with any supplement thereto) not misleading, and each Preliminary Prospectus, as of the date filed with the Commission, did will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except provided, however, that the Company makes no representation representations or warranty is made warranties as to the information contained in this Section 3(bor omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) with respect to statements or omissions made in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of any of Underwriter through the Placement Agent expressly Representatives specifically for inclusion in any Preliminary Prospectus, the Registration Statement, Statement or the Final Prospectus, Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as stated such in Section 7(b) 8 hereof. The Company has not distributed and will not distribute any offering material in connection with the offering and sale of the Shares, other than the Registration Statement, the Preliminary Prospectus and the Final Prospectus.

Registration Statement and Final Prospectus. When No order suspending the effectiveness of the Registration Statement became effective, upon has been issued by the filing Commission and no proceeding for that purpose or first delivery pursuant to Section 8A of the Securities Act against the Company or related to the Investors of offering has been initiated or threatened by the Final Prospectus, as of the Commission; on each date hereof, and at the Closing Date, time that the Registration Statement (and any post-effective amendment thereto) and the Final Prospectus or amendments thereto became or becomes effective (as amended or as supplemented if the Company shall have filed with the Commission any amendment or supplement to each an “Effective Date”), the Registration Statement or the Prospectus), complied and will comply in all material respects with the Act and the Rules and RegulationsSecurities Act, and on each Effective Date and at the Execution Time, the Registration Statement did not and and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein (in the light of the circumstances under which they were made, in the case of the Final Prospectus) not misleading, and each Preliminary Prospectus, ; as of the date when the Final Prospectus is first filed in accordance with Rule 424(b) of the Securities Act and on the Closing Date, the Final Prospectus (and any supplement thereto) will, comply in all material respects with the Commissionapplicable requirements of the Securities Act and the Exchange Act; and as of the date of the Final Prospectus and any amendment or supplement thereto and as of the Closing Date, did the Final Prospectus will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except provided that the Company makes no representation or and warranty is made in this Section 3(b) with respect to any statements or omissions made in reliance upon and in conformity with written information relating to the Underwriter furnished to the Company in writing by any of the Placement Agent Underwriter expressly for inclusion use in any Preliminary Prospectus, the Registration Statement, or Statement and the Final Prospectus, or Prospectus and any amendment or supplement thereto, as stated in Section 7(b) hereof. The Company has not distributed and will not distribute any offering material in connection with the offering and sale of the Shares, other than the Registration Statement, the Preliminary Prospectus and the Final Prospectus.

Registration Statement and Final Prospectus. When On each Effective Date, the Registration Statement became effectivedid, upon and when the filing or Final Prospectus is first delivery to filed in accordance with Rule 424(b) and on the Investors Closing Date (as defined herein) and on any date on which Option Securities are purchased, if such date is not the Closing Date (a “settlement date”), the Final Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Final ProspectusAct and the Exchange Act and the respective rules thereunder; on each Effective Date, as of at the date hereof, Execution Time and at on the Closing Date, the Registration Statement (and any post-effective amendment thereto) and the Final Prospectus (as amended or as supplemented if the Company shall have filed with the Commission any amendment or supplement to the Registration Statement or the Prospectus), complied and will comply in all material respects with the Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein (in not misleading; and on the light date of any filing pursuant to Rule 424(b) and on the circumstances under which they were madeClosing Date and any settlement date, in the case of the Final ProspectusProspectus (together with any supplement thereto) not misleading, and each Preliminary Prospectus, as of the date filed with the Commission, did will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except provided, however, that the Company makes no representation representations or warranty is made warranties as to the information contained in this Section 3(bor omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) with respect to statements or omissions made in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of any of Underwriter through the Placement Agent expressly Representatives specifically for inclusion in any Preliminary Prospectus, the Registration Statement, Statement or the Final Prospectus, Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as stated such in Section 7(b) 8 hereof. The Company has not distributed and will not distribute any offering material in connection with the offering and sale of the Shares, other than the Registration Statement, the Preliminary Prospectus and the Final Prospectus.