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

Representations and Warranties of the Agent. Stifel represents and warrants to the Primary Parties that: (a) Stifel is a corporation and is validly existing and in good standing under the laws of the State of Missouri with full power and authority to provide the services to be furnished to the Primary Parties hereunder. (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by all necessary corporate action on the part of Stifel, and each of this Agreement and the Letter Agreement is the legal, valid and binding agreement of Stifel, enforceable in accordance with its terms, except to the extent, if any, that the provisions of Sections 11 and 12 hereof may be unenforceable as against public policy, and except to the extent that such enforceability may be limited by bankruptcy laws, insolvency laws, or other laws affecting the enforcement of creditors’ rights generally or general equity principles. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall have, and until the Offering is consummated or terminated shall maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services. (d) No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or any court is pending, or to the knowledge of the Agent, threatened against the Agent which, if determined adversely to such Agent, would have a material adverse effect upon the ability of Agent to perform its obligations under this Agreement. (e) Agent is registered as a broker/dealer pursuant to Section 15(b) of the 1934 Act and is a member of FINRA. (f) Any funds received in the Offering by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable.

Representations and Warranties of the Agent. Stifel represents and warrants to the Primary Parties that: (a) Stifel is a corporation and is validly existing and in good standing under the laws of the State of Missouri with full power and authority to provide the services to be furnished to the Primary Parties hereunder. (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by all necessary corporate action on the part of Stifel, and each of this Agreement and the Letter Agreement is the legal, valid and binding agreement of Stifel, enforceable in accordance with its terms, except to the extent, if any, that the provisions of Sections 11 and 12 hereof may be unenforceable as against public policy, and except to the extent that such enforceability may be limited by bankruptcy laws, insolvency laws, or other laws affecting the enforcement of creditors’ rights generally or general equity principles. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall have, and until the Offering is consummated or terminated shall maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services. (d) No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or any court is pending, or to the knowledge of the Agent, threatened against the Agent which, if determined adversely to such Agent, would have a material adverse effect upon the ability of Agent to perform its obligations under this Agreement. (e) The Agent is registered as a broker/dealer pursuant to Section 15(b) of the 1934 Act and is a member of FINRA. (f) Any funds received in the Offering by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable.

Representations and Warranties of the Agent. Stifel represents and warrants to the Primary Parties that: (a) Stifel is a corporation and is validly existing and in good standing under the laws of the State of Missouri with full power and authority to provide the services to be furnished to the Primary Parties hereunder. (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by all necessary corporate action on the part of Stifel, and each of this Agreement and the Letter Agreement is the legal, valid and binding agreement of Stifel, enforceable in accordance with its terms, except to the extent, if any, that the provisions of Sections 11 and 12 hereof may be unenforceable as against public policy, and except to the extent that such enforceability may be limited by bankruptcy laws, insolvency laws, or other laws affecting the enforcement of creditors’ rights generally or general equity principles. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall have, and until the Offering is consummated or terminated shall maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services. (d) No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or any court is pending, or to the knowledge of the Agent, threatened against the Agent which, if determined adversely to such Agent, would have a material adverse effect upon the ability of the Agent to perform its obligations under this Agreement. (e) The Agent is registered as a broker/dealer pursuant to Section 15(b) of the 1934 Act and is a member of FINRA. (f) Any funds received in the Offering by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable.

Representations and Warranties of the Agent. Stifel The Agent represents and warrants to the Primary Parties that: (a) Stifel The Agent is a corporation and is validly existing and in good standing under the laws of the State of Missouri with full power and authority to provide the services to be furnished to the Primary Parties hereunder. (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by all necessary corporate action on the part of Stifelthe Agent, and each of this Agreement and the Letter Agreement is the legal, valid and binding agreement of Stifelthe Agent, enforceable in accordance with its terms, except to the extent, if any, that the provisions of Sections 11 and 12 hereof may be unenforceable as against public policy, and except to the extent that such enforceability may be limited by bankruptcy laws, insolvency laws, or other laws affecting the enforcement of creditors’ rights generally or general equity principles. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall have, and until the Offering is consummated or terminated shall maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services. (d) No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or any court is pending, or to the knowledge of the Agent, threatened against the Agent which, if determined adversely to such Agent, would have a material adverse effect upon the ability of Agent to perform its obligations under this Agreement. (e) The Agent is registered as a broker/dealer pursuant to Section 15(b) of the 1934 Act and is a member of FINRA. (f) Any funds received in the Offering by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable.

Representations and Warranties of the Agent. Stifel KBW represents and warrants to the Primary Parties that: (a) Stifel KBW is a corporation and is validly existing and in good standing under the laws of the State of Missouri New York with full power and authority to provide the services to be furnished to the Primary Parties hereunder. (b) The execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by all necessary corporate action on the part of StifelKBW, and each of this Agreement and the Letter Agreement is the legal, valid valid, and binding agreement of StifelKBW, enforceable in accordance with its terms, except to the extent, if any, that the provisions of Sections 11 and 12 hereof may be unenforceable as against public policy, and except to the extent that such enforceability may be limited by bankruptcy laws, insolvency laws, or other laws affecting the enforcement of creditors’ rights generally or general equity principles. (c) Each of the Agent and its employees, agents agents, and representatives who shall perform any of the services hereunder shall have, and until the Offering is consummated or terminated shall maintain, all licenses, approvals approvals, and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services. (d) No action, suit, charge charge, or proceeding before the Commission, FINRA, any state securities commission commission, or any court is pending, or to the knowledge of the Agent, threatened against the Agent which, if determined adversely to such Agent, would have a material adverse effect upon the ability of Agent to perform its obligations under this Agreement. (e) The Agent is registered as a broker/dealer pursuant to Section 15(b) of the 1934 Act and is a member of FINRA. (f) Any funds received in the Offering by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable.

Representations and Warranties of the Agent. Stifel The Agent represents and warrants to the Primary Parties that: (a) Stifel The Agent is a corporation limited liability company and is validly existing and in good standing under the laws of the State Commonwealth of Missouri Pennsylvania, with full power and authority to provide the services to be furnished to the Primary Parties hereunder. (b) The execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated herein hereby have been duly and validly authorized by all necessary corporate action on the part of Stifelthe Agent, and each of this Agreement and the Letter Agreement is are the legal, valid and binding agreement of Stifelthe Agent, enforceable in accordance with its termstheir terms except as the legality, except validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally; (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law; and (iii) the extent, if any, that the provisions of Sections 11 and or 12 hereof may be unenforceable as against public policy, and except to the extent that such enforceability may be limited by bankruptcy laws, insolvency laws, or other laws affecting the enforcement of creditors’ rights generally or general equity principles. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall havehas, and until the Offering is consummated completed or terminated shall maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services. (d) No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or any court is pending, or to the knowledge of the AgentAgent threatened, threatened against the Agent which, if determined adversely to such Agent, would have a material adverse effect upon the ability of the Agent to perform its obligations under this Agreement. (e) The Agent is registered as a broker/dealer pursuant to Section 15(b) of the 1934 Act Act, as amended (the “1934 Act”) and is a member of FINRA. (f) Any funds received in the Offering by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable.

Representations and Warranties of the Agent. Stifel The Agent represents and warrants to the Primary Parties that: (a) Stifel The Agent is a corporation and is validly existing and in good standing under the laws of the State of Missouri Missouri, with full power and authority to provide the services to be furnished to the Primary Parties hereunder. (b) The execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated herein hereby have been duly and validly authorized by all necessary corporate action on the part of Stifelthe Agent, and each of this Agreement and the Letter Agreement is are the legal, valid and binding agreement of Stifelthe Agent, enforceable in accordance with its termstheir terms except as the legality, except validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally; (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law; and (iii) the extent, if any, that the provisions of Sections 11 and or 12 hereof may be unenforceable as against public policy, and except to the extent that such enforceability may be limited by bankruptcy laws, insolvency laws, or other laws affecting the enforcement of creditors’ rights generally or general equity principles. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall havehas, and until the Offering Reorganization is consummated completed or terminated shall maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services. (d) No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or any court is pending, or to the knowledge of the AgentAgent threatened, threatened against the Agent which, if determined adversely to such Agent, would have a material adverse effect upon the ability of the Agent to perform its obligations under this Agreement. (e) The Agent is registered as a broker/dealer pursuant to Section 15(b) of the 1934 Act Act, as amended (the “1934 Act”) and is a member of FINRA. (f) Any funds received in the Offering Offerings by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable.

Representations and Warranties of the Agent. Stifel The Agent represents and warrants to the Primary Parties that: (a) Stifel The Agent is a corporation and is validly existing and in good standing under the laws of the State of Missouri with full power and authority to provide the services to be furnished to the Primary Parties hereunder. (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by all necessary corporate action on the part of Stifelthe Agent, and each of this Agreement and the Letter Agreement is the legal, valid and binding agreement of Stifelthe Agent, enforceable in accordance with its terms, except to the extent, if any, that the provisions of Sections 11 and 12 hereof may be unenforceable as against public policy, and except to the extent that such enforceability may be limited by bankruptcy laws, insolvency laws, or other laws affecting the enforcement of creditors’ rights generally or general equity principles. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall have, and until the Offering is consummated or terminated shall maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services. (d) No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or any court is pending, or to the knowledge of the Agent, threatened against the Agent which, if determined adversely to such Agent, would have a material adverse effect upon the ability of Agent to perform its obligations under this Agreement. (e) The Agent is registered as a broker/-dealer pursuant to Section 15(b) of the 1934 Act and is a member of FINRA. (f) Any funds received in the Offering by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable.

Representations and Warranties of the Agent. Stifel KBW represents and warrants to the Primary Parties that: (a) Stifel KBW is a corporation and is validly existing and in good standing under the laws of the State of Missouri New York with full power and authority to provide the services to be furnished to the Primary Parties hereunder. (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by all necessary corporate action on the part of StifelKBW, and each of this Agreement and the Letter Agreement is the legal, valid and binding agreement of StifelKBW, enforceable in accordance with its terms, except to the extent, if any, that the provisions of Sections 11 and 12 hereof may be unenforceable as against public policy, and except to the extent that such enforceability may be limited by bankruptcy laws, insolvency laws, or other laws affecting the enforcement of creditors’ rights generally or general equity principles. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall have, and until the Offering is consummated or terminated shall maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services. (d) No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or any court is pending, or to the knowledge of the Agent, threatened against the Agent which, if determined adversely to such Agent, would have a material adverse effect upon the ability of Agent to perform its obligations under this Agreement. (e) The Agent is registered as a broker/dealer pursuant to Section 15(b) of the 1934 Act and is a member of FINRA. (f) Any funds received in the Offering by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable.

Representations and Warranties of the Agent. Stifel The Agent represents and warrants to the Primary Parties that: (a) Stifel The Agent is a corporation and is validly existing and in good standing under the laws of the State of Missouri with full power and authority to provide the services to be furnished to the Primary Parties hereunder. (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by all necessary corporate action on the part of Stifelthe Agent, and each of this Agreement and the Letter Agreement is the legal, valid and binding agreement of Stifelthe Agent, enforceable in accordance with its terms, except to the extent, if any, that the provisions of Sections 11 and 12 hereof may be unenforceable as against public policy, and except to the extent that such enforceability may be limited by bankruptcy laws, insolvency laws, or other laws affecting the enforcement of creditors’ rights generally or general equity principles. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall have, and until the Offering is consummated or terminated shall maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services. (d) No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or any court is pending, or to the knowledge of the Agent, threatened against the Agent which, if determined adversely to such Agent, would have a material adverse effect upon the ability of Agent to perform its obligations under this Agreement. (e) The Agent is registered as a broker/dealer pursuant to Section 15(b) of the 1934 Act and is a member of FINRA. (f) Any funds received in the Offering by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable. All funds received in the Offering will be transmitted to a segregated account no later than noon of the next business day and no funds received in the Offering will be invested in investments that are impermissible under Rule 15c2-4.

Representations and Warranties of the Agent. Stifel KBW represents and warrants to the Primary Parties that: (a) Stifel KBW is a corporation and is validly existing and in good standing under the laws of the State of Missouri with full power and authority to provide the services to be furnished to the Primary Parties hereunder. (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by all necessary corporate action on the part of StifelKBW, and each of this Agreement and the Letter Agreement is the legal, valid and binding agreement of StifelKBW, enforceable in accordance with its terms, except to the extent, if any, that the provisions of Sections 11 and 12 hereof may be unenforceable as against public policy, and except to the extent that such enforceability may be limited by bankruptcy laws, insolvency laws, or other laws affecting the enforcement of creditors’ rights generally or general equity principles. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall have, and until the Offering is consummated or terminated shall maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services. (d) No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or any court is pending, or to the knowledge of the Agent, threatened against the Agent which, if determined adversely to such Agent, would have a material adverse effect upon the ability of Agent to perform its obligations under this Agreement. (e) The Agent is registered as a broker/dealer pursuant to Section 15(b) of the 1934 Act and is a member of FINRA. (f) Any funds received in the Offering by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable.

Representations and Warranties of the Agent. Stifel The Agent represents and warrants to the Primary Parties Company and the Bank that: (a) Stifel The Agent is a corporation and is validly existing and in good standing under the laws of the State of Missouri with full power and authority to provide the services to be furnished to the Primary Parties hereunderCompany and the Bank. (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by all necessary corporate action on the part of Stifelthe Agent, and each of this Agreement and the Letter Agreement is the legal, valid and binding agreement of Stifelthe Agent, enforceable in accordance with its terms, except to the extent, if any, that the provisions of Sections 11 and 12 hereof may be unenforceable as against public policy, and except to the extent that such enforceability may be limited by bankruptcy laws, insolvency laws, or other laws affecting the enforcement of creditors’ rights generally or general equity principlesBankruptcy and Equity Exception. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall have, and until the Stock Offering is consummated or terminated shall maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services. (d) No action, suit, charge or any proceeding before the Commission, FINRA, any state securities commission or any court is pending, or to the knowledge of the Agent, Agent threatened against the Agent which, if determined adversely to such the Agent, would have a material adverse effect upon the ability of the Agent to perform its obligations under this Agreement. (e) The Agent is registered as a broker/dealer pursuant to Section 15(b) of the 1934 Exchange Act and is a member of the FINRA. (f) Any funds received in the Stock Offering by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Exchange Act to the extent applicablepossible.

Representations and Warranties of the Agent. Stifel The Agent represents and warrants to the Primary Parties that: (a) Stifel The Agent is a corporation and is validly existing and in good standing under the laws of the State of Missouri New York with full power and authority to provide the services to be furnished to the Primary Parties hereunder. (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by all necessary corporate action on the part of Stifelthe Agent, and each of this Agreement and the Letter Agreement is the legal, valid and binding agreement of Stifelthe Agent, enforceable in accordance with its terms, except to the extent, if any, that the provisions of Sections 11 and 12 hereof may be unenforceable as against public policy, and except to the extent that such enforceability may be limited by bankruptcy laws, insolvency laws, or other laws affecting the enforcement of creditors’ rights generally or general equity principles. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall have, and until the Offering is consummated or terminated shall maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services. (d) No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or any court is pending, or to the knowledge of the Agent, threatened against the Agent which, if determined adversely to such Agent, would have a material adverse effect upon the ability of Agent to perform its obligations under this Agreement. (e) The Agent is registered as a broker/-dealer pursuant to Section 15(b) of the 1934 Act and is a member of FINRA. (f) Any funds received in the Offering by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable.

Representations and Warranties of the Agent. Stifel The Agent represents and warrants to the Primary Cape Parties that: (a) Stifel The Agent is a corporation and is validly existing and in good standing under the laws of the State of Missouri New Jersey with full power and authority to provide the services to be furnished to the Primary Parties hereunderCape Parties. (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by all necessary corporate action on the part of Stifelthe Agent, and each of this Agreement and the Letter Agreement is the legal, valid and binding agreement of Stifelthe Agent, enforceable in accordance with its terms, except to the extent, if any, that the provisions of Sections Section 11 and 12 hereof may be unenforceable as against public policy, and except to the extent that such enforceability may be limited by bankruptcy laws, insolvency laws, or other laws affecting the enforcement of creditors’ rights generally or general equity principles. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall have, and until the Offering is are consummated or terminated shall maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services. (d) No action, suit, charge or any proceeding before the Commission, FINRAthe NASD, any state securities commission or any court is pending, or to the knowledge of the AgentAgent threatened, threatened against the Agent which, if determined adversely to such the Agent, would have a material adverse effect upon the ability of the Agent to perform its obligations under this Agreement. (e) The Agent is registered as a broker/dealer pursuant to Section 15(b) of the 1934 Exchange Act and is a member of FINRAthe NASD. (f) Any funds received in the Offering by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Exchange Act to the extent applicablepossible.

Representations and Warranties of the Agent. Stifel The Agent represents and warrants to the Primary Parties Company and the Bank that: (a) Stifel The Agent is a corporation and is validly existing and in good standing under the laws of the State of Missouri with full power and authority to provide the services to be furnished to the Primary Parties hereunderCompany and the Bank. (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by all necessary corporate action on the part of Stifelthe Agent, and each of this Agreement and the Letter Agreement is the legal, valid and binding agreement of Stifelthe Agent, enforceable in accordance with its terms, except to the extent, if any, that the provisions of Sections 11 and 12 hereof may be unenforceable as against public policy, and except to the extent that such enforceability may be limited by bankruptcy laws, insolvency laws, or other laws affecting the enforcement of creditors’ rights generally or general equity principlesBankruptcy and Equity Exception. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall have, and until the Stock Offering is consummated or terminated shall maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services. (d) No action, suit, charge or any proceeding before the Commission, FINRA, any state securities commission or any court is pending, or to the knowledge of the Agent, Agent threatened against the Agent which, if determined adversely to such the Agent, would have a material adverse effect upon the ability of the Agent to perform its obligations under this Agreement. (e) The Agent is registered as a broker/dealer pursuant to Section 15(b) of the 1934 Exchange Act and is a member in good standing of the FINRA. (f) Any funds received in the Stock Offering by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Exchange Act to the extent applicablepossible.

Representations and Warranties of the Agent. Stifel Agent represents and warrants to the Primary Monadnock Parties that: (a) Stifel Agent is a corporation and is validly existing and in good standing under the laws of the State of Missouri New Jersey with full power and authority to provide the services to be furnished to the Primary Monadnock Parties hereunder. (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein have been duly and validly authorized by all necessary corporate action on the part of StifelAgent, and each of this Agreement and the Letter Agreement is the legal, valid and binding agreement of StifelAgent, enforceable in accordance with its terms, except to the extent, if any, that the provisions of Sections 11 and 12 hereof may be unenforceable as against public policy, and except to the extent that such enforceability may be limited by bankruptcy laws, insolvency laws, or other laws affecting the enforcement of creditors’ rights generally or general equity principlesgenerally. (c) Each Except for licenses, approvals and permits required by the State of New Hampshire or required by another jurisdiction solely because the Offering is being made in such jurisdiction, each of Agent and its employees, agents and representatives who shall perform any of the services hereunder shall have, and until the Offering is Offerings are consummated or terminated shall maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services. (d) No action, suit, charge or proceeding before the Commission, FINRAthe NASD, any state securities commission or any court is pending, or to the knowledge of the AgentAgent threatened, threatened against the Agent which, if determined adversely to such Agent, would have a material adverse effect upon the ability of Agent to perform its obligations under this Agreement. (e) Agent is registered as a broker/dealer pursuant to Section 15(b) of the 1934 Act and is a member of FINRAthe NASD. (f) Any funds received in the Offering Offerings by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable.

Representations and Warranties of the Agent. Stifel The Agent represents and warrants to the Primary Century Parties that: (a) Stifel The Agent is a corporation and is validly existing and in good standing under the laws of the State of Missouri with full power and authority to provide the services to be furnished to the Primary Parties hereunderCentury Parties. (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by all necessary corporate action on the part of Stifelthe Agent, and each of this Agreement and the Letter Agreement is the legal, valid and binding agreement of Stifelthe Agent, enforceable in accordance with its terms, except to the extent, if any, that the provisions of Sections Section 11 and 12 hereof may be unenforceable as against public policy, and except to the extent that such enforceability may be limited by bankruptcy laws, insolvency laws, or other laws affecting the enforcement of creditors’ rights generally or general equity principles. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall have, and until the Offering is are consummated or terminated shall maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services. (d) No action, suit, charge or any proceeding before the Commission, the FINRA, any state securities commission or any court is pending, or to the knowledge of the Agent, Agent threatened against the Agent which, if determined adversely to such the Agent, would have a material adverse effect upon the ability of the Agent to perform its obligations under this Agreement. (e) The Agent is registered as a broker/dealer pursuant to Section 15(b) of the 1934 Exchange Act and is a member of the FINRA. (f) Any funds received in the Offering by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Exchange Act to the extent applicablepossible.

Representations and Warranties of the Agent. Stifel Agent represents and warrants to the Primary North Penn Parties that: (a) Stifel Agent is a corporation and is validly existing and in good standing under the laws of the State of Missouri New Jersey with full power and authority to provide the services to be furnished to the Primary North Penn Parties hereunder. (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by all necessary corporate action on the part of StifelAgent, and each of this Agreement and the Letter Agreement is the legal, valid and binding agreement of StifelAgent, enforceable in accordance with its terms, except to the extent, if any, that the provisions of Sections 11 and 12 hereof may be unenforceable as against public policy, and except to the extent that such enforceability may be limited by bankruptcy laws, insolvency laws, or other laws affecting the enforcement of creditors’ rights generally or general equity principles. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall have, and until the Offering is Offerings are consummated or terminated shall maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services. (d) No action, suit, charge or proceeding before the Commission, FINRAthe NASD, any state securities commission or any court is pending, or to the knowledge of the AgentAgent threatened, threatened against the Agent which, if determined adversely to such Agent, would have a material adverse effect upon the ability of Agent to perform its obligations under this Agreement. (e) Agent is registered as a broker/dealer pursuant to Section 15(b) of the 1934 Act and is a member of FINRAthe NASD. (f) Any funds received in the Offering Offerings by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable.

Representations and Warranties of the Agent. Stifel represents and warrants to the Primary Parties that: (a) Stifel is a corporation and is validly existing and in good standing under the laws of the State of Missouri with full power and authority to provide the services to be furnished to the Primary Parties hereunder. (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by all necessary corporate action on the part of Stifel, and each of this Agreement and the Letter Agreement is the legal, valid and binding agreement of Stifel, enforceable in accordance with its terms, except to the extent, if any, that the provisions of Sections 11 and 12 hereof may be unenforceable as against public policy, and except to the extent that such enforceability may be limited by bankruptcy laws, insolvency laws, or other laws affecting the enforcement of creditors’ rights generally or general equity principles. (c) Each of the The Agent and its employees, agents and representatives who shall perform any of the services hereunder shall have, and until the Offering is consummated or terminated shall maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services. (d) No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or any court is pending, or to the knowledge of the AgentAgents, threatened against the Agent which, if determined adversely to such Agent, would have a material adverse effect upon the ability of the Agent to perform its obligations under this Agreement. (e) Agent is The Agents are registered as a broker/dealer dealers pursuant to Section 15(b) of the 1934 Act and is a member are members of FINRA. (f) Any funds received in the Offering by the Agent Agents will be handled by the Agent Agents in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable.