Common use of Registration Statement; Prospectus Clause in Contracts

Registration Statement; Prospectus. The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission the Registration Statement, including a related Base Prospectus, for registration under the Act of the offering and sale of the Shares. Such Registration Statement is effective and available for the offer and sale of the Shares as of the date hereof. As filed, the Base Prospectus contains all information required by the Act and the rules thereunder, and, except to the extent the Manager shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Manager prior to the Execution Time or prior to any such time this representation is repeated or deemed to be made. The Registration Statement, at the Execution Time, each such time this representation is repeated or deemed to be made and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172, Rule 173 or any similar rule) in connection with any offer or sale of the Shares, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time. The Registration Statement, when it became effective, and the Prospectus, and any amendment or supplement thereto, on the date of such Prospectus or amendment or supplement, conformed and will conform in all material respects with the requirements of the Act. At each Settlement Date, the Registration Statement and the Prospectus, as of such date, will conform in all material respects with the requirements of the Act. The Registration Statement, when it became or becomes effective, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus and any amendment and supplement thereto, on the date thereof and at each Applicable Time, did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus delivered to the Manager for use in connection with the sale of the Shares pursuant to this Agreement will be identical to the versions of the Prospectus created to be transmitted to the Commission for filing via EXXXX, except to the extent permitted by Regulation S-T.

Registration Statement; Prospectus. The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission the Registration Statement, including a related Base Prospectus, for registration under the Act of the offering and sale of the Shares. Such Registration Statement is effective and available for the offer and sale of the Shares as of the date hereof. As filed, the Base Prospectus contains all information required by the Act and the rules thereunder, and, except to the extent the Manager shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Manager prior to the Execution Time or prior to any such time this representation is repeated or deemed to be made. The Registration Statement, at the Execution Time, each such time this representation is repeated or deemed to be made and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172, Rule 173 or any similar rule) in connection with any offer or sale of the Shares, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time. The Registration Statement, when it became effective, and the Prospectus, and any amendment or supplement thereto, on the date of such Prospectus or amendment or supplement, conformed and will conform in all material respects with the requirements of the Act. At each Settlement Date, the Registration Statement and the Prospectus, as of such date, will conform in all material respects with the requirements of the Act. The Registration Statement, when it became or becomes effective, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus and any amendment and supplement thereto, on the date thereof and at each Applicable Time, did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus delivered to the Manager for use in connection with the sale of the Shares pursuant to this Agreement will be identical to the versions of the Prospectus created to be transmitted to the Commission for filing via EXXXXXXXXX, except to the extent permitted by Regulation S-T.

Registration Statement; Prospectus. The Company meets No stop order suspending the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission the Registration Statement, including a related Base Prospectus, for registration under the Act of the offering and sale of the Shares. Such Registration Statement is effective and available for the offer and sale of the Shares as of the date hereof. As filed, the Base Prospectus contains all information required by the Act and the rules thereunder, and, except to the extent the Manager shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Manager prior to the Execution Time or prior to any such time this representation is repeated or deemed to be made. The Registration Statement, at the Execution Time, each such time this representation is repeated or deemed to be made and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172, Rule 173 or any similar rule) in connection with any offer or sale of the Shares, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date effectiveness of the Registration Statement was not earlier than or any part thereof has been issued and, to the date three years before knowledge of the Execution TimeCompany, no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order preventing or suspending the use of the Prospectus has been issued by the Commission. The Registration StatementStatement and any post effective amendment thereto, when it became effectiveas of the Effective Date, and the Prospectusconforms, and any amendment further amendments or supplement theretosupplements to the Registration Statement will conform, on the date of such Prospectus or amendment or supplement, conformed and will conform in all material respects with to the requirements of the Act. At each Settlement Date, the Registration Statement Securities Act and the Prospectusdo not and will not, as of such datethe Effective Date, will conform in all material respects with the requirements of the Act. The Registration Statement, when it became or becomes effective, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by SCUSA or on its behalf expressly for use therein. The Prospectus Prospectus, as of its original issue date, as of the date of any filing of an Issuance Supplement thereto pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as of each Applicable Time and as of the date of any other amendment and or supplement thereto, on the date thereof and at each Applicable Time, did not conforms or will conform in all material respects to the requirements of the Securities Act and, as of such respective dates, does not include and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus delivered ; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Manager Company by SCUSA expressly for use in connection the Prospectus. As used herein, with respect to the Registration Statement, the term “Effective Date” means, as of a specified time, the later of (i) the date that the Registration Statement or the most recent post-effective amendment thereto was or is declared effective by the Commission under the Securities Act and (ii) the date that the Company’s Annual Report on Form 10-K for its most recently completed fiscal year is filed with the sale of Commission under the Shares pursuant to this Agreement will be identical to the versions of the Prospectus created to be transmitted to the Commission for filing via EXXXX, except to the extent permitted by Regulation S-T.Exchange Act.

Registration Statement; Prospectus. The Company meets the requirements for use of Form S-3 F-3 under the Act and has prepared and filed with the Commission the Registration Statement, including a related Base Prospectus, for registration under the Act of the offering and sale of the Shares. Such Registration Statement is effective and available for the offer and sale of the Shares as of the date hereof. As filed, the Base Prospectus contains all information required by the Act and the rules thereunder, and, except to the extent the Manager shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Manager prior to the Execution Time or prior to any such time this representation is repeated or deemed to be madeSecurities Act. The Registration Statement, at the Execution Time, each such time this representation is repeated or deemed to be made and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172, Rule 173 or any similar rule) in connection with any offer or sale of the Shares, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time. The Registration Statement, when it became effective, and the Prospectus, and any amendment or supplement theretoat the time the Registration Statement became effective, on complied and, as of the date of such Prospectus or amendment or supplementapplicable Representation Date, conformed and will conform comply as to form in all material respects with the requirements of the Act. At each Settlement Date, the Registration Statement Securities Act and the Prospectus, as of such date, will conform in all material respects with the requirements of the Actrules and regulations thereunder. The Registration Statement, when at the time it became or becomes effective, did not and and, as of the applicable Representation Date, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The As of the applicable Representation Date, the Prospectus and any amendment and supplement thereto, on the date thereof and at each Applicable Time, did not or applicable Issuer Free Writing Prospectuses will not include contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The At the time they were or hereafter are filed with the Commission and at the time of any sale of Notes pursuant to this Agreement, the Base Prospectus, as amended and supplemented, any Prospectus delivered Supplement (including any related Preliminary Pricing Supplement), any Permitted Free Writing Prospectuses and any Final Term Sheets (as defined herein) (together, the “Disclosure Package”), when taken together as a whole, did not or will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, Prospectus, any Issuer Free Writing Prospectus or Final Term Sheet made in reliance upon and in conformity with information furnished to the Manager Company in writing by any of you expressly for use in connection with the sale of Registration Statement, the Shares pursuant to this Agreement will be identical to the versions of the Prospectus, any Issuer Free Writing Prospectus created to be transmitted to the Commission for filing via EXXXX, except to the extent permitted by Regulation S-T.or any Final Term Sheet.

Registration Statement; Prospectus. The Company meets No stop order suspending the requirements for use effectiveness of Form S-3 under the Act and has prepared and filed with the Commission the Registration Statement, including a related Base Prospectus, Statement has been issued and no proceeding for registration under the Act of the offering and sale of the Shares. Such Registration Statement is effective and available for the offer and sale of the Shares as of the date hereof. As filed, the Base Prospectus contains all information required that purpose has been initiated or threatened by the Act and the rules thereunder, and, except to the extent the Manager shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Manager prior to the Execution Time or prior to any such time this representation is repeated or deemed to be madeCommission. The Registration Statement, at the Execution Time, each such time this representation is repeated or deemed to be made and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172, Rule 173 or any similar rule) in connection with any offer or sale as of the Shares, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time. The Registration Statement, when it became effective, and the Prospectus, and any amendment or supplement thereto, on the date of such Prospectus or amendment or supplementDate, conformed and or will conform in all material respects with to the requirements of the Securities Act. At each Settlement Date, the Registration Statement and the Prospectusrules and regulations of the Commission thereunder and, as of such datethe Effective Date, will conform in all material respects with the requirements of the Act. The Registration Statement, when it became or becomes effective, did does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus Prospectus, as of its original issue date, as of the date of any filing of an Issuance Supplement thereto pursuant to Rule 424(b) under the Securities Act and as of the date of any other amendment and or supplement thereto, on conforms or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission thereunder and, as of its original issue date, as of the date thereof of any filing of an Issuance Supplement thereto pursuant to Rule 424(b) under the Securities Act, as of the date of any other amendment or supplement thereto and at as of each Applicable Time, did does not or and will not include contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus delivered ; provided, however, that the representations and warranties in this Section 3.03 shall not apply to any statements or omissions made in reliance upon and in conformity with information (a) furnished in writing to the Manager Company by BNYMCM expressly for use in connection the Prospectus or (b) provided on the DTC website for use in prospectuses and relating to DTC and its book-entry clearance and settlement system or (c) set forth in the Form T-1 furnished by Deutsche Bank Trust Company Americas and included in Exhibit 25 to the Registration Statement. As used herein, with respect to the Registration Statement, the term “Effective Date” means, as of a specified time, the later of (i) the date that the Registration Statement or the most recent post-effective amendment thereto was or is declared effective by the Commission under the Securities Act and (ii) the date that the Company’s Annual Report on Form 10-K for its most recently completed fiscal year is filed with the sale of Commission under the Shares pursuant to this Agreement will be identical to the versions of the Prospectus created to be transmitted to the Commission for filing via EXXXX, except to the extent permitted by Regulation S-T.Exchange Act.

Registration Statement; Prospectus. The Company meets No stop order suspending the requirements effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. No notice of objection of the Commission to the use of Form S-3 the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act and has prepared and filed with the Commission the Registration Statement, including a related Base Prospectus, for registration under the Act of the offering and sale of the Shares. Such Registration Statement is effective and available for the offer and sale of the Shares as of the date hereof. As filed, the Base Prospectus contains all information required been received by the Act and the rules thereunder, and, except to the extent the Manager shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Manager prior to the Execution Time or prior to any such time this representation is repeated or deemed to be madeCompany. The Registration Statement, at the Execution Time, each such time this representation is repeated or deemed to be made and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172, Rule 173 or any similar rule) in connection with any offer or sale as of the Shares, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time. The Registration Statement, when it became effective, and the Prospectus, and any amendment or supplement thereto, on the date of such Prospectus or amendment or supplementDate, conformed and or will conform in all material respects with to the requirements of the Securities Act. At each Settlement Date, the Registration Statement and the Prospectusrules and regulations of the Commission thereunder and, as of such datethe Effective Date, will conform in all material respects with the requirements of the Act. The Registration Statement, when it became or becomes effective, did does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of the date of the Prospectus Supplement, as of the date of any filing of an Issuance Supplement thereto pursuant to Rule 424(b) under the Securities Act and as of the date of any other amendment and or supplement thereto, on conforms or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission thereunder and, as of the date thereof of the Prospectus Supplement, as of the date of any filing of an Issuance Supplement thereto pursuant to Rule 424(b) under the Securities Act, as of the date of any other amendment or supplement thereto and at as of each Applicable Time, did does not or and will not include contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus delivered ; provided, however, that the representations and warranties in this Section 3.03 shall not apply to any statements or omissions made in reliance upon and in conformity with information (a) furnished in writing to the Manager Company by BNYMCM expressly for use in connection with the sale of Prospectus or (b) provided on the Shares pursuant DTC website for use in prospectuses and relating to this Agreement will be identical DTC and its book-entry clearance and settlement system or (c) set forth in the Form T-1 furnished by Deutsche Bank Trust Company Americas and included in Exhibit 25.4 to the versions Registration Statement. As used herein, with respect to the Registration Statement, the term “Effective Date” means, as of a specified time, the later of (i) the date that the Registration Statement or the most recent post-effective amendment thereto was or is declared effective by the Commission under the Securities Act; (ii) the date of the Prospectus created Supplement; (iii) with respect to be transmitted to any particular issuance, the date of the relevant Issuance Supplement, if any; and (iv) the date that the Company's Annual Report on Form 10-K for its most recently completed fiscal year is filed with the Commission for filing via EXXXX, except to under the extent permitted by Regulation S-T.Exchange Act.

Registration Statement; Prospectus. The Company meets No stop order suspending the requirements for use effectiveness of Form S-3 under the Act and has prepared and filed with the Commission the Registration Statement, including a related Base Prospectus, Statement has been issued and no proceeding for registration under the Act of the offering and sale of the Shares. Such Registration Statement is effective and available for the offer and sale of the Shares as of the date hereof. As filed, the Base Prospectus contains all information required that purpose has been initiated or threatened by the Act and the rules thereunder, and, except to the extent the Manager shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Manager prior to the Execution Time or prior to any such time this representation is repeated or deemed to be madeCommission. The Registration Statement, at the Execution Time, each such time this representation is repeated or deemed to be made and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172, Rule 173 or any similar rule) in connection with any offer or sale as of the Shares, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time. The Registration Statement, when it became effective, and the Prospectus, and any amendment or supplement thereto, on the date of such Prospectus or amendment or supplementDate, conformed and or will conform in all material respects with to the requirements of the Securities Act. At each Settlement Date, the Registration Statement and the Prospectusrules and regulations of the Commission promulgated thereunder and, as of such datethe Effective Date, will conform in all material respects with the requirements of the Act. The Registration Statement, when it became or becomes effective, did does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus , and the Prospectus, as of its original issue date, as of the date of any filing of an Issuance Supplement thereto pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as of each Applicable Time and as of the date of any other amendment and or supplement thereto, on the date thereof and at each Applicable Time, did not conforms or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission promulgated thereunder and, as of such respective dates, does not include and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus delivered ; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Manager Company by an Agent expressly for use in connection the Prospectus. As used herein, with respect to the Registration Statement, the term “Effective Date” means, as of a specified time, the later of (i) the date that the Registration Statement or the most recent post-effective amendment thereto was or is declared effective by the Commission under the Securities Act and (ii) the date that the Company’s Annual Report on Form 10-K for its most recently completed fiscal year is filed with the sale of Commission under the Shares pursuant to this Agreement will be identical to the versions of the Prospectus created to be transmitted to the Commission for filing via EXXXX, except to the extent permitted by Regulation S-T.Exchange Act;

Registration Statement; Prospectus. The Company meets the requirements for use of Form S-3 F-3 under the Act and has prepared and filed with the Commission the Registration Statement, including a related Base Prospectus, for registration under the Act of the offering and sale of the Shares. Such Registration Statement is effective and available for the offer and sale of the Shares as of the date hereof. As filed, the Base Prospectus contains all information required by the Act and the rules thereunder, and, except to the extent the Manager shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Manager prior to the Execution Time or prior to any such time this representation is repeated or deemed to be madeSecurities Act. The Registration Statement, at the Execution Time, each such time this representation is repeated or deemed to be made and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172, Rule 173 or any similar rule) in connection with any offer or sale of the Shares, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time. The Registration Statement, when it became effective, and the Prospectus, and any amendment or supplement theretoat the time the Registration Statement became effective, on complied and, as of the date of such Prospectus or amendment or supplementapplicable Representation Date, conformed and will conform comply as to form in all material respects with the requirements of the Act. At each Settlement Date, the Registration Statement Securities Act and the Prospectus, as of such date, will conform in all material respects with the requirements of the Actrules and regulations thereunder. The Registration Statement, when at the time it became or becomes effective, did not and and, as of the applicable Representation Date, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The As of the applicable Representation Date, the Prospectus and any amendment and supplement thereto, on the date thereof and at each Applicable Time, did not or applicable Issuer Free Writing Prospectuses will not include contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The At the time they were or hereafter are filed with the Commission and at the time of any sale of Notes or Warrants pursuant to this Agreement, the Base Prospectus, as amended and supplemented, any Prospectus delivered Supplement (including any related Preliminary Pricing Supplement), any Permitted Free Writing Prospectuses and any Final Term Sheets (each as defined herein) (together, the “Disclosure Package”), when taken together as a whole, did not or will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, Prospectus, any Issuer Free Writing Prospectus or Final Term Sheet made in reliance upon and in conformity with information furnished to the Manager Company in writing by any of you expressly for use in connection with the sale of Registration Statement, the Shares pursuant to this Agreement will be identical to the versions of the Prospectus, any Issuer Free Writing Prospectus created to be transmitted to the Commission for filing via EXXXX, except to the extent permitted by Regulation S-T.or any Final Term Sheet.

Registration Statement; Prospectus. The Company meets ---------------------------------- information supplied by BF Acquisition Group and/or its Stockholders for inclusion in the requirements for use of Form S-3 under Registration Statement shall not at the Act and has prepared and time the Registration Statement is filed with the Commission SEC and at the Registration Statement, including a related Base Prospectus, for registration time it becomes effective under the Securities Act of the offering and sale of the Shares. Such Registration Statement is effective and available for the offer and sale of the Shares as of the date hereof. As filed, the Base Prospectus contains all information required by the Act and the rules thereunder, and, except to the extent the Manager shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Manager prior to the Execution Time or prior to contain any such time this representation is repeated or deemed to be made. The Registration Statement, at the Execution Time, each such time this representation is repeated or deemed to be made and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172, Rule 173 or any similar rule) in connection with any offer or sale of the Shares, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time. The Registration Statement, when it became effective, and the Prospectus, and any amendment or supplement thereto, on the date of such Prospectus or amendment or supplement, conformed and will conform in all material respects with the requirements of the Act. At each Settlement Date, the Registration Statement and the Prospectus, as of such date, will conform in all material respects with the requirements of the Act. The Registration Statement, when it became or becomes effective, did not and will not contain an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus and any amendment and supplement thereto, on the date thereof and at each Applicable Time, did not or will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Prospectus delivered to information supplied by BF Acquisition Group and/or its Stockholders for inclusion in the Manager for use proxy statement or information statement of Acquiror and prospectus of Acquiror in connection with the sale Merger (as supplemented or amended prior to the Effective Time, the "Prospectus") shall not, on the date the Prospectus is first mailed to BF Acquisition Group's Stockholders or at the Effective Time contain any untrue statement of a material fact. The proxy statement or information statement relating to this agreement and the Contemplated Transactions (as supplemented or amended prior to the Effective Time) will comply as to form in all material respects with the provisions of all applicable federal and state laws. If, at any time prior to the Effective Time, any event relating to BF Acquisition Group or any of its affiliates, officers, directors or Stockholders should be discovered by BF Acquisition Group which is required to be set forth in an amendment to the Registration Statement or a supplement to the Prospectus, BF Acquisition Group shall promptly inform Acquiror. Notwithstanding the foregoing, BF Acquisition Group makes no representation or warranty with respect to any information supplied by Imprints Plus or Acquiror, or any of their respective Stockholders, that is contained in any of the Shares pursuant to this Agreement will be identical to the versions of the Prospectus created to be transmitted to the Commission for filing via EXXXX, except to the extent permitted by Regulation S-T.foregoing documents.

Registration Statement; Prospectus. The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission the Registration Statement, including a related Base Prospectus, for registration under the Act of the offering and sale of the Shares. Such Registration Statement is effective and available for the offer and sale of the Shares as of the date hereof. As filed, the Base Prospectus contains all information required by the Act and the rules thereunder, and, except to the extent the Manager shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Manager prior to the Execution Time or prior to any such time this representation is repeated or deemed to be made. The Registration Statement, at the Execution Time, each such time this representation is repeated or deemed to be made and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172, Rule 173 or any similar rule) in connection with any offer or sale of the Shares, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time. The Registration Statement, when it became effective, and the Prospectus, and any amendment or supplement thereto, on the date of such Prospectus or amendment or supplement, conformed and will conform in all material respects with the requirements of the Act. At each Settlement Date, the Registration Statement and the Prospectus, as of such date, will conform in all material respects with the requirements of the Act. The Registration Statement, when it became or becomes effective, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus and any amendment and supplement thereto, on the date thereof and at each Applicable Time, did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus delivered to the Manager for use in connection with the sale of the Shares pursuant to this Agreement will be identical to the versions of the Prospectus created to be transmitted to the Commission for filing via EXXXXEDXXX, except to the extent permitted by Regulation S-T.

Registration Statement; Prospectus. The Company meets the requirements for the use of Form S-3 under the Securities Act and has prepared and filed with for the Commission the Registration Statement, including a related Base Prospectus, for registration under the Act primary issuance of the offering and sale of the Sharessecurities. Such The Registration Statement is has become effective and, at the time it became effective and available for the offer and sale of the Shares as of the date hereof. As filed, the Base Prospectus contains all information required by the Act Registration Statement complied and the rules thereunder, and, except to the extent the Manager shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Manager prior to the Execution Time or prior to any such time this representation is repeated or deemed to be made. The Registration Statement, at the Execution Time, each such time this representation is repeated or deemed to be made and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance complies with Rule 172, Rule 173 or any similar rule) in connection with any offer or sale of 415 under the Shares, meets Securities Act. No stop order suspending the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date effectiveness of the Registration Statement was not earlier than has been issued and no proceeding for that purpose has been initiated or, to the Company’s knowledge, threatened by the Commission. On the effective date three years before of the Execution Time. The Registration Statement, when it became effective, and the Prospectus, and any amendment or supplement theretoRegistration Statement complied, on the date of such the Prospectus, the Prospectus or amendment or supplementwill comply, conformed and at the date of the Closing, the Registration Statement and the Prospectus will conform comply, in all material respects with the requirements applicable provisions of the Act. At each Settlement DateSecurities Act and the applicable rules and regulations of the Commission thereunder; on the effective date of the Registration Statement, the Registration Statement did not, on the date of the Prospectus, the Prospectus did not, and at the date of the Closing, the Registration Statement and the Prospectus, as of such datewill not, will conform in all material respects with the requirements of the Act. The Registration Statement, when it became or becomes effective, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus and any amendment and supplement thereto, on the date thereof and at each Applicable Time, did not or will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were mademade (with respect to the Prospectus), not misleading; and when filed with the Commission, the documents incorporated by reference in the Registration Statement and the Prospectus, complied or will comply in all material respects with the applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable rules and regulations of the Commission thereunder. The There is no material document of a character required to be described in the Registration Statement or the Prospectus delivered or to be filed as an exhibit to the Manager for use in connection with the sale of the Shares pursuant to this Agreement will be identical to the versions of the Prospectus created to be transmitted to the Commission for filing via EXXXX, except to the extent permitted by Regulation S-T.Registration Statement that is not described or filed as required.

Registration Statement; Prospectus. The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission the Registration Statement, including a related Base Prospectus, for registration under the Act of the offering and sale of the Shares. Such Registration Statement is effective and available for the offer and sale of the Shares as of the date hereof. As filed, the Base Prospectus contains all information required by the Act and the rules thereunder, and, except to the extent the Manager shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Manager prior to the Execution Time or prior to any such time this representation is repeated or deemed to be made. The Registration Statement, at the Execution Time, each such time this representation is repeated or deemed to be made made, and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172, Rule 173 or any similar rule) in connection with any offer or sale of the Shares, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time. The Registration Statement, when it became effective, and the Prospectus, and any amendment or supplement thereto, on the date of such Prospectus or amendment or supplement, conformed and will conform in all material respects with the requirements of the Securities Act. At each Settlement Date, the Registration Statement and the Prospectus, as of such date, will conform in all material respects with the requirements of the Securities Act. The Registration Statement, when it became or becomes effective, did not not, and will not not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus and any amendment and supplement thereto, on the date thereof and at each Applicable Time, did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus delivered to the Manager for use in connection with the sale of the Placement Shares pursuant to this Agreement will be identical to the versions of the Prospectus created to be transmitted to the Commission for filing via EXXXXEDXXX, except to the extent permitted by Regulation S-T.