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

Representations and Warranties of the Placement Agent. The Placement Agent hereby represents and warrants to, and covenants and agrees with, the Company that: 3.1 The Placement Agent, each Associate Agent and all of its agents and representatives have or will have all required licenses and registrations to perform their obligations under this Agreement, and such licenses and registrations will remain in effect during the term of this Agreement. The Placement Agent and each Associate Agent is a member in good standing of the National Association of Securities Dealers, Inc. 3.2 Any and all information furnished to the Company by the Placement Agent in writing expressly for use in the Confidential Offering Memorandum did not and will not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 3.3 The Placement Agent and each Associate Agent will take all actions to fulfill its duties under the Exchange Act and the rules and regulations thereunder, which duties relate to transmission and maintenance of subscription funds from prospective purchasers in the Offering. 3.4 The Placement Agent and each Associate Agent will deliver to the Company the original copies of all subscription documents of prospective purchasers received by the Placement Agent and each Associate Agent in the Offering, and the Placement Agent and each Associate Agent will promptly inform the Company of any facts which come to its attention which would cause a reasonable person to believe that such subscription documents contain any material misstatement or omission. 3.5 The Placement Agent and each Associate Agent will comply with all applicable laws in connection with the performance of its duties hereunder. 3.6 There is no presently pending or threatened action against the Placement Agent before any court or governmental agency or body which, in the reasonable judgment of the Placement Agent, might materially adversely affect the ability of the Placement Agent to perform its duties hereunder.

Representations and Warranties of the Placement Agent. The Placement Agent hereby of the Offering represents and warrants to, and covenants and agrees with, to the Company and to each Selected Dealer, if any, that: 3.1 (a) The Placement AgentAgent is a corporation duly organized, each Associate validly existing and in good standing under the laws of the jurisdiction in which it is incorporated and it has all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder. The Placement Agent is duly qualified as a foreign corporation in those jurisdictions wherein the failure to so qualify would have a material adverse effect on its business or properties. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent and all on its behalf and constitutes a valid and legally binding obligation enforceable against the Placement Agent in accordance with its terms. (c) The execution and delivery of its agents and representatives have or will have all required licenses and registrations to perform their obligations under this Agreement, the observance and such licenses performance hereof and registrations the consummation of the transactions contemplated hereby and by the Memorandum do not and will remain not result in effect during any breach of, or default under, any instrument or agreement by which the term Placement Agent is bound or violate any law or order directed to the Placement Agent of this Agreement. any court or any federal or state regulatory body or administrative agency having jurisdiction over the Placement Agent or over its property. (d) The Placement Agent and each Associate Selected Dealer (as defined below in Section 6) are duly registered as a broker dealer with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, and no proceeding has been initiated to revoke any of such registrations; the Placement Agent is a member and each Selected Dealer are members in good standing of the National Association of Securities Dealers, Inc. 3.2 Any and all information furnished to Inc. (the Company by "NASD"); the Placement Agent and each Selected Dealer are duly registered as broker-dealers under the applicable statutes, if any, in writing expressly for use each state in which the Placement Agent proposes to offer or sell the Shares where such registration is required; and the Placement Agent will enter into a Selected Dealer Agreement with each Selected Dealer. (e) The Placement Agent shall maintain all broker-dealer registrations, referred to above in paragraph (d), throughout the period in which Shares are offered and sold; the Placement Agent has complied and will comply with all broker-dealer requirements applicable to this transaction; the Placement Agent is not in violation of any order of any court or regulatory authority applicable to it with respect to the sale of the Shares; and, if the Placement Agent becomes aware that any Selected Dealer has failed to maintain all applicable broker-dealer registrations or to comply with all broker-dealer requirements applicable to this transaction, the Placement Agent will take such action as is necessary to ensure that such Selected Dealer no longer participates in the Confidential offer and sale of Shares described herein and to terminate the Selected Dealer Agreement between the Placement Agent and such Selected Dealer. (f) Pursuant to the Placement Agent's appointment made herein, the Placement Agent and each Selected Dealer will conduct the Offering in compliance with the requirements of Regulation D and, in this regard, the Placement Agent and, to the extent applicable to it, each Selected Dealer will have during the course of the Offering, and to the extent any representations other than those set forth in the Memorandum did not and will not contain are made, refrained from making any untrue statement of a material fact or omit and not have omitted to state any a material fact required to be stated or necessary in order to make any statement made not misleading concerning the statements thereinOffering or any matters set forth in or contemplated by the Memorandum. The Placement Agent will have refrained from offering, offering for sale or selling the Shares by means of: (a) any advertisement or other communication mentioning the Shares published in any newspaper, magazine or similar medium or broadcast over television or radio; or (b) any seminar or meeting announced by means of any kind of general solicitation or general advertising; or (c) any letter, circular, notice or other written communication, unless the Placement Agent has reasonable grounds to believe and, in light fact, does believe that each person to whom the communication is directed is qualified pursuant to the financial suitability requirements set forth in the Memorandum and the communication is accompanied or preceded by the Memorandum or contains an undertaking to provide the Memorandum upon request. Prior to the sale of any of the circumstances Shares, the Placement Agent will have reasonably believed and have a reasonable basis and evidence to believe that each subscriber and his duly appointed purchaser representative, if any, met the suitability and other investor standards set forth in the Memorandum and in the applicable portion of Rule 506 of Regulation D and the Placement Agent will maintain appropriate records substantiating the foregoing. In the event that the Placement Agent or any Selected Dealer utilized any sales materials other than the Memorandum, the Placement Agent will have refrained from providing any such materials to any offeree of the Shares or his purchaser representative unless such materials are accompanied or preceded by the Memorandum and were permitted for use in connection with the Offering under which they were madeapplicable federal and state securities laws and not represented in any such materials or otherwise that any such materials have been approved or authorized by the Company. The Placement Agent will have provided each offeree with a copy of the Memorandum and the exhibits thereto during the course of the Offering. Until the Closing Date, not misleadingif any event affecting the Company or the Placement Agent should occur that the Company or its counsel, the Placement Agent or its counsel believe should be set forth in a supplement or amendment to the Memorandum, the Placement Agent will have promptly distributed such supplement or amendment to persons who have previously received a copy of the Memorandum from the Placement Agent and who continue to be interested in the Offering and further included such supplement or amendment in all further deliveries of the Memorandum. The Company shall at its own expense prepare and furnish the Placement Agent with a reasonable number of copies of such supplement or amendment for such distribution. During the course of the Offering, the Placement Agent will have refrained from duplicating any of the Offering documentation without the prior written consent of the Company; and the Placement Agent will have accounted for each copy of the Memorandum distributed during the course of the Offering by maintaining a record of each person to whom it has delivered a copy of the Memorandum. 3.3 (g) Neither the Placement Agent nor any of its representatives is authorized to make any representation on behalf of the Company other than those contained in the Memorandum or any additional information provided by the Company nor is the Placement Agent or any of its representatives authorized to act as the agent or representative of the Company in any capacity, except as expressly set forth herein and the Placement Agent shall deliver to the Company on the Closing Date a certificate executed by a responsible officer of the Placement Agent firm to the effect that it has complied with the foregoing to the best of the knowledge of the officer executing the certificate on the Placement Agent's behalf based upon reasonable investigation. (h) In the event that, on or before the Closing Date, the Placement Agent becomes aware of any false statement of a fact or representation by any subscriber in a Subscription Agreement, the Placement Agent shall promptly inform the Company of such false statement of fact, unless at the time it becomes aware of such false statement the subscriber has communicated to the Placement Agent or the Company his intent to correct such false statement prior to the Closing Date. (i) The Placement Agent and each Associate Agent of its registered representatives participation in its solicitation efforts will take all actions to fulfill its duties under comply with the Exchange Act prohibition against "general solicitations" and the rules and regulations thereunder, which duties relate to transmission and maintenance "general advertising" imposed by Rule 502(c) of subscription funds from prospective purchasers in the Offering.Regulation D. 3.4 (j) The Placement Agent and each Associate Agent will deliver to the Company the original copies of all subscription documents of prospective purchasers received by the Placement Agent and each Associate Agent in the Offering, and the Placement Agent and each Associate Agent will promptly shall inform the Company of each date on which it first receives any facts subscription from prospective investors in each particular state where the Shares are offered and shall not offer the Shares for sale in any state in which come to its attention which would cause a reasonable person to believe that such subscription documents contain the offer or sale requires prior notice or clearance from any material misstatement state securities commission, bureau or omissionagency thereon. 3.5 The Placement Agent and each Associate Agent will comply with all applicable laws in connection with the performance of its duties hereunder. 3.6 There is no presently pending or threatened action against the Placement Agent before any court or governmental agency or body which, in the reasonable judgment of the Placement Agent, might materially adversely affect the ability of the Placement Agent to perform its duties hereunder.

Representations and Warranties of the Placement Agent. The Placement Agent hereby represents and warrants toto Company the following which are true and correct as of the date hereof, and covenants which shall be true and agrees correct at all times during the period the Offering shall remain open, both as to the Placement Agent and as to any affiliate, broker, agent, employee or other representative (collectively, "Agents") hired, contracted or engaged by the Placement Agent in connection with the Offering: a. The Placement Agent and each Agent is duly organized, validly existing and in good standing under the laws of its state of organization, and are duly qualified to transact business as a foreign limited liability company and is in good standing under the laws of each jurisdiction where the location of its properties or the conduct of their respective businesses makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the Placement Agent or its business, any Agent or its business, or this Offering. b. The Placement Agent and, to the extent required by law, each Agent are and will at all times be duly licensed as a broker dealer with all applicable state and federal licensing agencies where such registration may be necessary or appropriate to conduct the Offering provided for herein. c. Assuming the truth of the representations and warranties of the Company, and the Company's compliance with the following provisions of law, the Shares will be offered and sold pursuant to the registration exemption provided by Regulation D and Section 4(2) of the Act as a transaction not involving a public offering and the requirements of any other applicable state securities laws and the respective rules and regulations thereunder in those jurisdictions in which the Placement Agent notifies the Company that the Shares are being offered for sale. d. Neither the Placement Agent nor any of its Agents have taken nor will any of them knowingly take any action which conflicts with the conditions and requirements of, or which would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Regulation D, Rule 506, under Section 4(2) of the Act and knows of no reason why any such exemption would be otherwise unavailable to it. e. The Placement Agent and each of its Agents have conducted, are conducting, and shall conduct the Offering in such a manner that it complies with, and has taken no action, are taking no action, and shall not take any action to cause the Company that:Offering not to comply with, Regulation D, the Regulations, Rule 506 under section 4(2) of the Act, or any other applicable federal and/or state securities laws, rules, or regulations. 3.1 f. The Placement Agent, each Associate Agent and all of its agents and representatives have or will each Agent have all required licenses requisite power and registrations authority to conduct their respective businesses as presently conducted and as proposed to be conducted in this Offering, and to enter into and perform their obligations under this Agreement. This Agreement has been duly authorized, executed and such licenses delivered and registrations will remain in effect during the term of this Agreement. The Placement Agent constitutes valid and each Associate Agent is a member in good standing of the National Association of Securities Dealers, Inc. 3.2 Any and all information furnished to the Company by the Placement Agent in writing expressly for use in the Confidential Offering Memorandum did not and will not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 3.3 The Placement Agent and each Associate Agent will take all actions to fulfill its duties under the Exchange Act and the rules and regulations thereunder, which duties relate to transmission and maintenance of subscription funds from prospective purchasers in the Offering. 3.4 The Placement Agent and each Associate Agent will deliver to the Company the original copies of all subscription documents of prospective purchasers received by the Placement Agent and each Associate Agent in the Offering, and the Placement Agent and each Associate Agent will promptly inform the Company of any facts which come to its attention which would cause a reasonable person to believe that such subscription documents contain any material misstatement or omission. 3.5 The Placement Agent and each Associate Agent will comply with all applicable laws in connection with the performance of its duties hereunder. 3.6 There is no presently pending or threatened action against the Placement Agent before any court or governmental agency or body which, in the reasonable judgment binding obligations of the Placement Agent, might materially adversely affect the ability of enforceable against the Placement Agent in accordance with its respective terms, subject to perform any applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally and to general equitable principles and the availability of specific performance. g. None of the execution and delivery of, or performance by the Placement Agent under this Agreement or the consummation of the transactions herein contemplated conflicts with or violates any license, permit, judgment, decree, order, statute, rule or regulation applicable to the Placement Agent or any of its duties hereunderassets.

Representations and Warranties of the Placement Agent. The Placement Agent hereby represents and warrants to, and covenants and agrees with, to the Company Issuer that: 3.1 5.1 The Placement Agent is a duly organized California limited liability company in good standing and has all requisite power and authority to enter into this Agreement. 5.2 This Agreement, when executed by the Placement Agent, each Associate Agent and all of its agents and representatives have or will have all required licenses been duly authorized and registrations will be a valid and binding agreement of the Placement Agent, enforceable in accordance with its terms. 5.3 The consummation of the transactions contemplated herein and those contemplated by the Offering Circular will not result in a breach or violation of any order, rule or regulation directed to perform their obligations under this Agreementthe Placement Agent by any court, FINRA or any federal or state regulatory body or administrative agency having jurisdiction over the Placement Agent or its affiliates. 5.4 The Placement Agent is, and such licenses and registrations will remain in effect during the term of this Agreement. The Placement Agent and each Associate Agent is Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, a member in good standing of the National Association of Securities Dealerswith FINRA, Inc. 3.2 Any and all information furnished to the Company a broker or dealer duly registered as a broker-dealer in any state where offers are made by the Placement Agent in writing expressly for use in the Confidential Offering Memorandum did not and will not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 3.3 Agent. The Placement Agent and each Associate Agent will take all actions to fulfill its duties under the Exchange Act and the rules and regulations thereunder, which duties relate to transmission and maintenance of subscription funds from prospective purchasers in the Offering. 3.4 The Placement Agent and each Associate Agent will deliver to the Company the original copies of all subscription documents of prospective purchasers received by the Placement Agent and each Associate Agent in the Offering, and the Placement Agent and each Associate Agent will promptly inform the Company of any facts which come to its attention which would cause a reasonable person to believe that such subscription documents contain any material misstatement or omission. 3.5 The Placement Agent and each Associate Agent will comply with all applicable laws laws, regulations, requirements and rules of the Securities Act, the Exchange Act, applicable state law and FINRA. The Placement Agent has all required licenses and permits. 5.5 The Placement Agent has reasonable grounds to believe, based on information made available to it by the Issuer, that all material facts are adequately and accurately disclosed in connection the Offering Circular and provide an adequate basis for evaluating an investment in the Securities. 5.6 This Agreement, or any supplement or amendment hereto, may be filed by the Issuer with the performance SEC or FINRA, if such filing should be required, and may be filed with, and may be subject to the approval of its duties hereunderany applicable federal and applicable state securities regulatory agencies, if required. 3.6 There is no presently pending or threatened action against 5.7 No agreement will be made by the Placement Agent before with any court person permitting the resale, repurchase or governmental agency or body whichdistribution of the Securities purchased by such person. 5.8 The Placement Agent has established and implemented anti-money-laundering compliance programs, in accordance with FINRA Rule 3310 and Section 352 of the reasonable judgment Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001. 5.9 In the event the Placement Agent becomes a Selling Group Member, the Placement Agent shall comply with all requirements of the Selling Group Members as set forth in the Soliciting Dealer Agreement. 5.10 As of any Applicable Date, that none of the Placement Agent, might materially adversely affect its executive officers, directors, general partners, managing members or officers participating in the ability Offering or any person receiving a commission with respect to the Offering: 5.10.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 5.10.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 5.10.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 5.10.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Exchange Act or section 203(e) or (f) of the Investment Advisers Act that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 5.10.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 5.10.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 5.10.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 5.10.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 5.10.9 The Placement Agent agrees to immediately notify the Issuer if there is a violation or potential violation of the representations set forth in this Section 5.10 during the Offering Period. 5.11 The representations and warranties made in this Section 5 are and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes untrue, the Placement Agent to perform its duties hereunderwill immediately notify the Issuer in writing of the fact which makes the representation or warranty untrue.