Common use of Representations and Covenants of the Agent Clause in Contracts

Representations and Covenants of the Agent. The Agent represents and warrants that: (a) it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent will comply with all applicable law and regulations in connection with the offer and sale of the Placement Shares, including but not limited to Regulation M under the Exchange Act; (b) neither it, nor any of its affiliates or subsidiaries, shall engage in (i) any short sale of any security of the Company or (ii) any sale of any security of the Company that the Agent does not own or any sale which is consummated by the delivery of a security of the Company borrowed by, or for the account of, the Agent; and (c) neither it, nor any of its affiliates or subsidiaries, engages in any proprietary trading or trading for the Agent’s (or its affiliates’ or subsidiaries’) own account.

Representations and Covenants of the Agent. The Agent represents and warrants that: (a) that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent will shall comply with all applicable law and regulations in connection with the offer transactions contemplated by this Agreement, including the issuance and sale through the Agent of the Placement Shares, including including, but not limited to to, Regulation M under the Exchange Act; . During the term of this Agreement, neither the Agent nor an affiliate purchaser (bas such term is defined in Regulation M) neither itshall, nor any of its affiliates directly or subsidiariesindirectly, shall engage in (i) any short sale of any security of the Company or Company, as defined in Regulation SHO, (ii) any sale of any security of the Company that the Agent does not own or any sale which is consummated by the delivery of a security of the Company borrowed by, or for the account of, the Agent; and Agent or (ciii) neither itany market making, nor any of its affiliates bidding, stabilization or subsidiariesother trading activity with regard to the Common Stock or related derivative securities, engages in any proprietary trading each case if such activity would be prohibited under Regulation M or trading for other anti-manipulation rules under the Agent’s (Securities Act or its affiliates’ or subsidiaries’) own accountExchange Act.

Representations and Covenants of the Agent. The Agent represents and warrants that: (a) it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent will comply with all applicable law and regulations in connection with the offer and sale of the Placement Shares, including including, but not limited to to, Regulation M under the Exchange Act; (b) neither it, nor any of its affiliates or subsidiaries, shall engage in (i) any short sale of any security of the Company or (ii) any sale of any security of the Company that the Agent does not own or any sale which is consummated by the delivery of a security of the Company borrowed by, or for the account of, the Agent; and (c) neither it, nor any of its affiliates or subsidiaries, engages in any proprietary trading or trading for the such Agent’s (or its affiliates’ or subsidiaries’) own account.

Representations and Covenants of the Agent. The Agent represents and warrants that: (a) it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent will comply with all applicable law and regulations in connection with the offer and sale of the Placement Shares, including but not limited to Regulation M under the Exchange Act; (b) neither it, nor any of its affiliates or subsidiaries, shall engage in (i) any short sale of any security of the Company or (ii) any sale of any security of the Company that the Agent does not own or any sale which is consummated by the delivery of a security of the Company borrowed by, or for the account of, the Agent; and (c) neither it, nor any of its affiliates or subsidiaries, engages in any proprietary trading or trading for the such Agent’s (or its affiliates’ or subsidiaries’) own account.