Common use of Representation and Warranties of the Company Clause in Contracts

Representation and Warranties of the Company. The Company represents, warrants, and covenants to, and agrees with, each of the Underwriters, that, as of the date hereof and as of the Closing Date: (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-1 (Registration No. 333-[ ]), and amendments thereto, and related preliminary prospectuses for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Public Securities which registration statement, as so amended (including post-effective amendments, if any), has been declared effective by the Commission and copies of which have heretofore been delivered to the Underwriters. The registration statement, as amended at the time it became effective, including the prospectus, financial statements, schedules, exhibits, and other information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act, is hereinafter referred to as the “Registration Statement.” If the Company has filed or is required pursuant to the terms hereof to file a registration statement pursuant to Rule 462(b) under the Securities Act registering additional Public Securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Securities Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)

Representation and Warranties of the Company. The Company representsrepresents and warrants to Parent that (A) the Company is a corporation duly organized, warrantsvalidly existing and in good standing under the laws of Canada and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (B) the execution and delivery of this Agreement by the Company and consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the transactions contemplated hereby; (C) this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company and, assuming this Agreement constitutes a legal, valid and binding obligation of Parent, is enforceable against the Company in accordance with its terms; (D) except for any filings required under the HSR Act and rules of The Toronto Stock Exchange, the Company has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option, and covenants to, and agrees with, each of the Underwriters, that, as of at all times from the date hereof and as until the termination of the Closing Date: (aOption will have reserved for issuance, a sufficient number of unissued Company Shares for Parent to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Company Shares or other securities which may be issuable pursuant to Section 8(a) The Company has prepared upon exercise of the Option, all of which, upon their issuance and filed delivery in accordance with the Securities terms of this Agreement, will be validly issued, fully paid and Exchange Commission non-assessable; (E) upon delivery of the “Commission”Company Shares and any other securities to Parent upon exercise of the Option, Parent will acquire such Company Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Parent; (F) a registration statement on Form F-1 (Registration No. 333-[ ])the execution and delivery of this Agreement by the Company do not, and amendments theretothe performance of this Agreement by the Company will not, (i) conflict with or violate the Articles of Amalgamation or Bylaws or equivalent organizational documents of the Company or any of its subsidiaries; (ii) conflict with or violate any law, rule, regulation, order, judgement or decree applicable to the Company or any of its subsidiaries or by which its or any of their respective properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair the Company's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of the Company or any of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties are bound or affected; (G) the execution and delivery of this Agreement by the Company does not, and related preliminary prospectuses for the registration under the Securities Act performance of 1933, as amended (the “Securities Act”), of the Public Securities which registration statement, as so amended (including post-effective amendments, if any), has been declared effective this Agreement by the Commission and copies of which have heretofore been delivered to the Underwriters. The registration statementCompany will not, as amended at the time it became effectiverequire any consent, including the prospectusapproval, financial statementsauthorization or permit of, schedulesor filing with, exhibitsor notification to, and other information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act, is hereinafter referred to as the “Registration Statement.” If the Company has filed or is required any Governmental Entity except pursuant to the terms hereof to file a registration statement pursuant to Rule 462(b) under the Securities HSR Act registering additional Public Securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All and rules of the Public Securities have been registered under the Securities Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)The Toronto Stock Exchange.

Representation and Warranties of the Company. The Company represents, warrants, represents and covenants to, and agrees with, each of the Underwriters, that, warrants as of the date hereof and as of the Closing Datefollows: (a) The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form F-1 (Registration No. 333-[ ]), and amendments thereto, and related preliminary prospectuses for in accordance with the registration under provisions of the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “"Securities Act”"), of the Public Securities which a registration statement, as so amended statement on Form S-1 (including postFile No. 333-effective amendments, if any88335), has been declared effective by the Commission and copies of which have heretofore been delivered including a preliminary prospectus, relating to the UnderwritersShares. The Such registration statement, statement as amended at the time that it became effective, including becomes effective is referred to collectively in this Agreement as the prospectus, financial statements, schedules, exhibits, "Registration Statement," and other information (if any) deemed to be the prospectuses in the form filed with the Commission as part of the registration statement at the time of effectiveness Registration Statement or pursuant to its Rule 430A under 424(b), if any, after the Registration Statement becomes effective are referred to collectively as the "Prospectus." (x) Each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto when so filed complied in all material respects with the provisions of the Securities Act; except that this representation and warranty does not apply to statements in or omissions from any such preliminary prospectus (or any amendment or supplement thereto) made in reliance upon and conformity with information relating to the Underwriter furnished to the Company in writing by such Underwriter expressly for use therein. (c) The Registration Statement in the form in which it becomes effective and also in such form as it may be when any post-effective amendment thereto shall become effective, and the Prospectus filed as part of the Registration Statement and in the form first filed with the Commission under its Rule 424(b), if any, and when any supplement thereto is hereinafter referred filed with the Commission, will comply in all material respects with the provisions of the Securities Act and will not contain at any such times 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, except that this representation and warranty does not apply to statements in or omissions from the Registration Statement or the Prospectus (or any amendment or supplement thereto) made in reliance upon information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use therein. (d) All the outstanding shares of the Common Stock of the Company are duly authorized and validly issued, fully paid and nonassessable and free of preemptive or similar rights; the Shares to be issued and sold by the Company have been duly authorized and upon delivery to the subscribers therefor (the "Subscribers") against payment therefor in accordance with the terms hereof, will have been validly issued and fully paid and will be nonassessable and free of preemptive or similar rights; and the Common Stock conforms in all material respects to the description thereof in the Registration Statement and the Prospectus (or any amendment or supplement thereto). (e) The Company and its wholly owned subsidiary, Guaranty Bank (the "Bank"), are duly organized and validly existing and in good standing under Virginia law and the regulations promulgated by the Board of Governors of the Federal Reserve System and are duly qualified to do business and are in good standing in all jurisdictions that require such qualification or in which the failure to qualify in such jurisdictions could have, in the aggregate, any material adverse effect on the business, condition or properties of the Company or the Bank. The Company and the Bank hold all material licenses, certificates and permits from governmental authorities necessary for the conduct of their businesses as described in the “Prospectus and own, or possess adequate rights to use, all material rights necessary for the conduct of their business and have not received any notice of conflict with the asserted rights of others in respect thereof; and the Company and the Bank have the corporate power and authority to own their properties and conduct their businesses as described in the Prospectus. (f) All of the outstanding shares of capital stock of the Bank are owned by the Company, have been duly authorized and are validly issued, fully paid and nonassessable and are owned by the Compxxx xxxe and clear of any lien, claim, security interest or other encumbrance. The Bank is the Company's only subsidiary. (g) The Company and the Bank have good and marketable title to all property described in the Prospectus as being owned by them, free and clear of all liens, claims, security interests or other encumbrances except such as are described in the Registration Statement and the Prospectus (or any amendment or supplement thereto or in a document filed as an exhibit to the Registration Statement.” If ) or such as are not material and do not interfere in any material respect with the use of the property or the conduct of the business of the Company has filed and the Bank taken as a whole, and the property held under lease by the Company and the Bank is held by them under valid and enforceable leases with only such exceptions as in the aggregate are not material and do not interfere in any material respect with the conduct of the business of the Company and the Bank taken as a whole; provided that no representation or warranty is required pursuant made hereby to the terms hereof title of the lessor of any such property. (h) There are no legal or governmental proceedings pending, or to file the knowledge of the Company threatened, required to be described in the Registration Statement or the Prospectus (or any amendment or supplement thereto) that are not described as required, and there is no contract or document of a registration statement pursuant character required to Rule 462(bbe described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described or filed as required. (i) Neither the Company nor the Bank is in violation of their articles of incorporation, as applicable, or bylaws or in default in any material respect in the performance of any obligation, agreement or condition contained in any bond, debenture, note or any other evidence of indebtedness or in any agreement indenture, lease or other instrument material to the Company and the Bank which default is material to the Company and the Bank taken as a whole. Neither the issuance nor the sale of the Shares nor the execution and delivery of this Agreement nor the performance of the obligations of the Company set forth herein nor the consummation of the transactions herein contemplated requires any consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body (except such as may be required under the Securities Act registering additional Public Securities (or other securities laws or Blue Sky laws) or will conflict with or constitute a “Rule 462(b) Registration Statement”)breach of, thenor default under, unless otherwise specifiedthe articles of incorporation or bylaws of the Company or the Bank, or constitute a breach or default under any reference herein agreement, indenture or other instrument to which the Company or the Bank is a party or by which either of them or any of their property is bound, or any law, administrative regulation or ruling or court decree applicable to the term “Registration Statement” shall be deemed Company or the Bank or any of their properties, which breach or default is material to include such Rule 462(bthe business property of the Company and the Bank taken as a whole. (j) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to Except as disclosed in the Registration Statement has heretofore been filed with and the Commission. All Prospectus (or any amendment or supplement thereto), subsequent to the respective dates as of the Public Securities have been registered under the Securities Act pursuant to which such information is given in the Registration Statement orand the Prospectus (or any amendment or supplement thereto), if the Company has not ixxxxxxx any Rule 462(bliability or obligation, direct or contingent, or entered into any transaction, not in the ordinary course of business, that is material to the Company or the Bank taken as a whole, and there has not been any material change in the capital stock, or material increase in the short-term debt or long-term debt, of the Company or the Bank, or any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise), business, net worth or results of operations of the Company and the Bank taken as a whole. (k) BDO Seidman, LLP, who have certified certain of the financial statements xxxxx with the Commission as part of the Registration Statement is filedand the Prospectus, will be duly registered under are independent public accountants as required by the Securities Act Act. (l) The Company's financial statements, together with related schedules and notes, forming part of the filing Registration Statement and the Prospectus, present fairly the financial position and the results of operations of the Company and the Bank at the respective dates or for the respective periods to which they apply; said statements and related notes have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as disclosed therein; and the financial and statistical information and data set forth in the Registration Statement and the Prospectus is fairly presented and prepared on a basis consistent with such financial statements and the books and records of the Company and the Bank. The Company and the Bank have no material contingent obligations that are not disclosed in the Registration Statement and the Prospectus, as they may be amended or supplemented. (m) No holders of securities of the Company have rights to the registration of such Rule 462(bsecurities in the offering contemplated hereby. (n) The Company and the Bank have filed all Federal, state and foreign income tax returns that have been required to be filed and have paid all taxes indicated by said returns and all assessments received by them or any of them to the extent that such taxes have become due, and are not being contested in good faith. (o) The Company and the Bank hold all material licenses, certificates and permits from governmental authorities that are necessary to the conduct of their businesses; and neither the Company nor the Bank have infringed any patents, patent rights, trade names, trademarks or copyrights in any manner material to the business of the Company and the Bank taken as a whole. (p) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company enforceable in accordance with its terms. (x) All employee benefit plans established, maintained or contributed by the Company comply in all material respects with requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and no such plan incurred or assumed any "accumulated funding deficiency" within the meaning of Section 302 of ERISA or has incurred or assumed any material liability to the Pension Benefit Guaranty Corporation.

Representation and Warranties of the Company. The Company represents, warrantscovenants, and covenants to, warrants and agrees with, each of the Underwriters, with you for your benefit that, as of the date hereof and as of the Closing Date: (a) The Company has prepared and filed with the Securities and Exchange Commission or caused to be prepared a Prospectus (the “Commission”) a registration statement on Form F-1 (Registration No. 333-[ ]"Prospectus"), and amendments thereto, and related preliminary prospectuses for the registration which furnishes all information required to be furnished to offerees under the Securities Act of 1933, as amended (the “Securities "1933 Act”"). The prospectus does not contain an untrue statement of any 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 are made, not misleading; (b) The performance of this Agreement and the consummation of the transactions herein contemplated will not result in a material breach or violation of any of the terms and provisions of, or constitute a default under, any statute (except federal and state securities laws, compliance with which is elsewhere provided for in particular detail), indenture, mortgage or other agreement or instrument to which the Company is a party or by which it is bound, or any order, rule or regulation directed to the Company, or its affiliates by any court or governmental agency or body having jurisdiction over it or its affiliates; and no other consent, approval, authorization or action is required for the consummation of the Public Securities which registration statementtransactions herein contemplated other than such as have been obtained; (c) The Units, as so amended (including post-effective amendmentsconsisting of Common Shares, if any)Class B Warrants and Class C Warrants, has been declared effective by to be issued will conform in all material respects to all statements concerning them contained in the Commission and copies of which have heretofore been delivered to the Underwriters. The registration statement, as amended at the time it became effective, including the prospectus, financial statements, schedules, exhibitsProspectus, and other information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities ActUnits, is hereinafter referred to as the “Registration Statement.” If the Company has filed or is required pursuant to the terms hereof to file a registration statement pursuant to Rule 462(b) under the Securities Act registering additional Public Securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Securities Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filedwhen issued, will be duly registered authorized, validly and legally issued, not subject to assessment or further payment to the Company except as to the Warrants; (d) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Texas with full power and authority to own its properties and conduct its business as described in the Prospectus; (e) The Company will become qualified to do business as a foreign corporation or similar entity in those jurisdictions where such qualification is necessary, and will take such other action as is necessary, and will take such other action as is necessary in any jurisdiction where the Company engages in business or owns property; (f) Since the respective dates as of which information is given in the Prospectus and other than as therein contemplated, the Company has not, nor during the period of the Offering will it have incurred any material liabilities or obligations contingent or otherwise, except in the ordinary course of business, and there has not been, and during the period of the Offering there will not have been, any material adverse change in the condition of the Company, financial or otherwise; (g) The Company will notify you immediately and confirm the notice in writing of the issuance by the Securities Act with and Exchange Commission or by any state securities administration of any stop order suspending the filing effectiveness of any qualification of the Units for sale or enjoining the sale of the Units or of the initiation of any proceedings for that purpose. The Company will make every reasonable effort to prevent the issuance of any such Rule 462(b)stop order and, if any such stop order shall at any time be issued, to obtain the lifting thereof at the earliest possible moment; and (h) During the course of the Offering, and to the extent any representations other than those set forth in the Prospectus are made by the Company and its affiliates, they will not make any untrue statements of a material fact or omit to state a material fact required to be stated or necessary to make any statement made, in light of the circumstances in which they are made, not misleading concerning the Offering or any matters set forth in or contemplated by the Prospectus.

Representation and Warranties of the Company. The Company represents, warrants, and covenants to, and agrees with, each of the Underwriters, that, as of the date hereof and as of the Closing Date: (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-1 S-1 (Registration No. 333-[ ]333-269438), and amendments thereto, and related preliminary prospectuses for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Public Securities which registration statement, as so amended (including post-effective amendments, if any), has been declared effective by the Commission and copies of which have heretofore been delivered to the Underwriters. The registration statement, as amended at the time it became effective, including the prospectus, financial statements, schedules, exhibits, and other information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act, is hereinafter referred to as the “Registration Statement.” If the Company has filed or is required pursuant to the terms hereof to file a registration statement pursuant to Rule 462(b) under the Securities Act registering additional Public Securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Securities Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)

Representation and Warranties of the Company. The Company represents, warrants, warrants and covenants to, and agrees with, each of the Underwriters, and, solely with respect to subsection (f) of this Section, the Representative represents, warrants and covenants to, and agrees with the Company, that, as of the date hereof and as of the Closing Date: (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-1 S-1 (Registration No. 333-[ ]333-266769), and amendments thereto, and related preliminary prospectuses for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Public Securities which registration statement, as so amended (including post-effective amendments, if any), has been declared effective by the Commission and copies of which have heretofore been delivered to the Underwriters. The registration statement, as amended at the time it became effective, including the prospectus, financial statements, schedules, exhibits, exhibits and other information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act, is hereinafter referred to as the “Registration Statement.” If the Company has filed or is required pursuant to the terms hereof to file a registration statement pursuant to Rule 462(b) under the Securities Act registering additional Public Securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Securities Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)

Representation and Warranties of the Company. The Company represents, warrants, and covenants to, and agrees with, each of the Underwriters, that, as of the date hereof and as of the Closing Date: (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-1 S-1 (Registration No. 333-[ ]333-271791), and amendments thereto, and related preliminary prospectuses for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Public Securities Firm Shares which registration statement, as so amended (including post-effective amendments, if any), has been declared effective by the Commission and copies of which have heretofore been delivered to the Underwriters. The registration statement, as amended at the time it became effective, including the prospectus, financial statements, schedules, exhibits, exhibits and other information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act, is hereinafter referred to as the “Registration Statement.” If the Company has filed or is required pursuant to the terms hereof to file a registration statement pursuant to Rule 462(b) under the Securities Act registering additional Public Securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities Firm Shares have been registered under the Securities Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)

Representation and Warranties of the Company. The Company represents, warrants, and covenants to, and agrees with, each of the Underwriters, that, as of the date hereof and as of the Closing Date: (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-1 (Registration No. 333-[ ]), and amendments thereto, and related preliminary prospectuses for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Public Securities which registration statement, as so amended (including post-effective amendments, if any), has been declared effective by the Commission and copies of which have heretofore been delivered to the Underwriters. The registration statement, as amended at the time it became effective, including the prospectus, financial statements, schedules, exhibits, and other information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act, is hereinafter referred to as the “Registration Statement.” If the Company has filed or is required pursuant to the terms hereof to file a registration statement pursuant to Rule 462(b) under the Securities Act registering additional Public Securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Securities Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)​ ​

Representation and Warranties of the Company. The Company represents, warrantscovenants, and covenants to, warrants and agrees with, each of the Underwriters, with you for your benefit that, as of the date hereof and as of the Closing Date: (a) The Company has prepared and filed with the Securities and Exchange Commission or caused to be prepared a Prospectus (the “Commission”) a registration statement on Form F-1 (Registration No. 333-[ ]"Prospectus"), and amendments thereto, and related preliminary prospectuses for the registration which furnishes all information required to be furnished to offerees under the Securities Act of 1933, as amended (the “Securities "1933 Act”"). The Prospectus does not contain an untrue statement of any 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 are made, not misleading; (b) The performance of this Agreement and the consummation of the transactions herein contemplated will not result in a material breach or violation of any of the terms and provisions of, or constitute a default under, any statute (except federal and state securities laws, compliance with which is elsewhere provided for in particular detail), indenture, mortgage or other agreement or instrument to which the Company is a party or by which it is bound, or any order, rule or regulation directed to the Company, or its affiliates by any court or governmental agency or body having jurisdiction over it or its affiliates; and no other consent, approval, authorization or action is required for the consummation of the Public Securities which registration statementtransactions herein contemplated other than such as have been obtained; 2 (c) The Units, as so amended (including post-effective amendmentsconsisting of Common Shares and Class F Warrants, if any), has been declared effective by to be issued will conform in all material respects to all statements concerning them contained in the Commission and copies of which have heretofore been delivered to the Underwriters. The registration statement, as amended at the time it became effective, including the prospectus, financial statements, schedules, exhibitsProspectus, and other information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities ActUnits, is hereinafter referred to as the “Registration Statement.” If the Company has filed or is required pursuant to the terms hereof to file a registration statement pursuant to Rule 462(b) under the Securities Act registering additional Public Securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Securities Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filedwhen issued, will be duly registered authorized, validly and legally issued, not subject to assessment or further payment to the Company except as to the Warrants; (d) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Alaska with full power and authority to own its properties and conduct its business as described in the Prospectus; (e) The Company will become qualified to do business as a foreign corporation or similar entity in those jurisdictions where such qualification is necessary, and will take such other action as is necessary, and will take such other action as is necessary in any jurisdiction where the Company engages in business or owns property; (f) Since the respective dates as of which information is given in the Prospectus and other than as therein contemplated, the Company has not, nor during the period of the Offering will it have incurred any material liabilities or obligations contingent or otherwise, except in the ordinary course of business, and there has not been, and during the period of the Offering there will not have been, any material adverse change in the condition of the Company, financial or otherwise; (g) The Company will notify you immediately and confirm the notice in writing of the issuance by the Securities Act with and Exchange Commission or by any state securities administration of any stop order suspending the filing effectiveness of any qualification of the Units for sale or enjoining the sale of the Units or of the initiation of any proceedings for that purpose. The Company will make every reasonable effort to prevent the issuance of any such Rule 462(b)stop order and, if any such stop order shall at any time be issued, to obtain the lifting thereof at the earliest possible moment; and (h) During the course of the Offering, and to the extent any representations other than those set forth in the Prospectus are made by the Company and its affiliates, they will not make any untrue statements of a material fact or omit to state a material fact required to be stated or necessary to make any statement made, in light of the circumstances in which they are made, not misleading concerning the Offering or any matters set forth in or contemplated by the Prospectus.