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

Representations and Warranties of the Underwriter. Agreements of the Underwriter. The Underwriter represents and warrants and covenants to the Company that: (a) The Underwriter agrees that it shall not include any “issuer information” (as defined in Rule 433 under the Act) in any “testing-the-waters” communication used or referred to by the Underwriter without the prior consent of the Company (any such issuer information with respect to whose use the Company has given its consent, “Permitted Issuer Information”), provided that “issuer information” (as defined in Rule 433 under the Act) within the meaning of this (a) shall not be deemed to include information prepared by the Underwriter on the basis of, or derived from, “issuer information”. (b) The Underwriter is a member of FINRA and each of them and their respective employees and representatives have all required licenses and registrations to act under this Agreement, and each shall remain a member or duly licensed, as the case may be, during the Offering. (c) No agreement will be made by the Underwriter with any person permitting the resale, repurchase or distribution of any Units, Common Stock or Warrants purchased by such person. (d) Except as otherwise consented to by the Company, the Underwriter has not and will not use or distribute any written offering materials other than the preliminary offering circular included in the Offering Statement (the “Offering Circular”), pricing disclosure materials and the final Offering Circular. The Underwriter has not and will not use any “broker-dealer use only” materials with members of the public, or has not and will not make any unauthorized verbal representations or verbal representations which contradict or are inconsistent with the statements made in the Offering Statement in connection with offers or sales of the Units. (e) Neither the Underwriter, nor any director or executive officer of the Underwriter is subject to the disqualification provisions of Rule 262 of Regulation A. No registered representative of the Underwriter, or any other person being compensated by or through the Underwriter for the solicitation of Investors, is subject to the disqualification provisions of Rule 262 of Regulation A. (f) No agreement will be made by the Underwriter with any person permitting the resale, repurchase or distribution of any Securities purchased by such person.

Representations and Warranties of the Underwriter. Agreements of the Underwriter. The Underwriter represents and warrants and covenants to the Company that: (a) 4.1 The Underwriter agrees that it shall not include any “issuer information” (as defined in Rule 433 under the Securities Act) in any “testingwritten Testing-the-waters” communication Waters Communication used or referred to by the Underwriter without the prior consent of the Company (any such issuer information with respect to whose use the Company has given its consent, “Permitted Issuer Information”), provided that “issuer information” (as defined in Rule 433 under the Securities Act) within the meaning of this (a) Section 4 shall not be deemed to include information prepared by the Underwriter on the basis of, or derived from, “issuer information.”. (b) 4.2 The Underwriter is registered with the Commission as a broker-dealer in good standing and is a member of FINRA and each of them it and their its respective employees and representatives have all required licenses and registrations to act under this Agreement, and each the Underwriter shall remain a member or duly registered or licensed, as the case may be, during the Offering. (c) No agreement 4.3 The Underwriter represents and agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in Rule 405 under the Securities Act, required to be made filed with the Commission. Any such free writing prospectus consented to by the the Company is hereinafter referred to as a “Permitted Free Writing Prospectus. The Underwriter represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any person permitting the resalePermitted Free Writing Prospectus, repurchase or distribution of any Unitsincluding timely Commission filing where required, Common Stock or Warrants purchased by such personlegending and record keeping. (d) 4.4 Except as otherwise consented to by the Company, the Underwriter has not and will not use or distribute any written offering materials other than the preliminary offering circular included in the Offering Registration Statement (the “Offering Circular”), pricing disclosure materials and the final Offering CircularProspectus. The Underwriter has not and will not use any “broker-dealer use only” materials with members of the public, or has not and will not make any unauthorized verbal representations or verbal representations which contradict or are inconsistent with the statements made in the Offering Statement Prospectus in connection with offers or sales of the UnitsADSs and Ordinary Shares. (e) Neither the Underwriter, nor any director or executive officer of the Underwriter is subject to the disqualification provisions of Rule 262 of Regulation A. No registered representative of the Underwriter, or any other person being compensated by or through the Underwriter for the solicitation of Investors, is subject to the disqualification provisions of Rule 262 of Regulation A. (f) No agreement will be made by the Underwriter with any person permitting the resale, repurchase or distribution of any Securities purchased by such person.

Representations and Warranties of the Underwriter. Agreements of the Underwriter. The Underwriter represents and warrants and covenants to the Company that: (a) 4.1 The Underwriter agrees that it shall not include any “issuer information” (as defined in Rule 433 under the Securities Act) in any “testingwritten Testing-the-waters” communication Waters Communication used or referred to by the Underwriter without the prior consent of the Company (any such issuer information with respect to whose use the Company has given its consent, “Permitted Issuer Information”), provided that “issuer information” (as defined in Rule 433 under the Securities Act) within the meaning of this (a) Section 5 shall not be deemed to include information prepared by the Underwriter on the basis of, or derived from, “issuer information.” 4.2 Neither the Underwriter, nor any managing member of the Underwriter, nor any director or executive officer of the Underwriter or other officer of the Underwriter participating in the offering of the Ordinary Shares is subject to the disqualification provisions of Rule 262 of the Rules and Regulations. No registered representative of the Underwriter, or any other person being compensated by or through the Underwriter or any Dealer for the solicitation of Investors, is subject to the disqualification provisions of Rule 262 of the Regulations. (b) 4.3 The Underwriter is registered with the Commission as a broker-dealer in good standing and is a member of FINRA and each of them it and their its respective employees and representatives have all required licenses and registrations to act under this Agreement, and each the Underwriter shall remain a member or duly registered or licensed, as the case may be, during the Offering. (c) 4.4 No agreement will be made by the Underwriter with any person permitting the resale, repurchase or distribution of any Units, Common Stock or Warrants Ordinary Shares purchased by such person. (d) 4.5 Except as otherwise consented to by the Company, the Underwriter has not and will not use or distribute any written offering materials other than the preliminary offering circular included in the Offering Registration Statement (the “Offering Circular”), pricing disclosure materials and the final Offering CircularProspectus. The Underwriter has not and will not use any “broker-dealer use only” materials with members of the public, or has not and will not make any unauthorized verbal representations or verbal representations which contradict or are inconsistent with the statements made in the Offering Statement Prospectus in connection with offers or sales of the UnitsOrdinary Shares. (e) Neither the Underwriter, nor any director or executive officer of the Underwriter is subject to the disqualification provisions of Rule 262 of Regulation A. No registered representative of the Underwriter, or any other person being compensated by or through the Underwriter for the solicitation of Investors, is subject to the disqualification provisions of Rule 262 of Regulation A. (f) No agreement will be made by the Underwriter with any person permitting the resale, repurchase or distribution of any Securities purchased by such person.

Representations and Warranties of the Underwriter. Agreements of the Underwriter. The Underwriter hereby represents and warrants and covenants to the Company and acknowledge that the Company is relying upon such representations and warranties, that: (a) The Underwriter agrees that it shall not include any “issuer information” (as defined in Rule 433 under the Acti) in any “testing-the-waters” communication used or referred to by respect of the offer and sale of the Offered Securities, the Underwriter without the prior consent of the Company will comply with all Securities Laws; (any such issuer information with respect to whose use the Company has given its consent, “Permitted Issuer Information”), provided that “issuer information” (as defined in Rule 433 under the Actii) within the meaning of this (a) shall not be deemed to include information prepared by the Underwriter on the basis of, or derived from, “issuer information”. (b) The Underwriter is a member of FINRA and each of them and their respective employees its Affiliates and representatives have all required licenses and registrations to act under this Agreementnot engaged in or authorized, and each shall remain a member will not engage in or duly licensedauthorize, as any form of general solicitation or general advertising in connection with or in respect of the case may beOffered Securities in any newspaper, during magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conducted any seminar or meeting concerning the Offering.offer or sale of the Offered Securities whose attendees have been invited by any general solicitation or general advertising; (ciii) No agreement will be made by the Underwriter with any person permitting the resale, repurchase or distribution of any Units, Common Stock or Warrants purchased by such person. (d) Except as otherwise consented to by the Company, the Underwriter has not and will not solicit offers to purchase or sell the Offered Securities so as to require the filing of a prospectus, registration statement or offering memorandum with respect thereto or the provision of a contractual right of action under the laws of any jurisdiction; (iv) the Underwriter will use its reasonable best efforts to obtain from each Purchaser an executed Subscription Agreement and all other applicable forms, reports, undertakings and documentation required under the Securities Laws or distribute any written offering materials other than required by the preliminary offering circular included Company, acting reasonably; and (v) the Underwriter is duly registered in the Offering Statement (appropriate category pursuant to the “Offering Circular”), pricing disclosure materials and the final Offering Circular. The Underwriter has not and will not use any “broker-dealer use only” materials with members provisions of the public, or has not and will not make any unauthorized verbal representations or verbal representations which contradict or are inconsistent with Securities Laws to conduct the statements made in the Offering Statement activities contemplated to be conducted by it in connection with offers the Offering, and is duly registered or sales of licensed as an investment dealer in those jurisdictions in which its is required to be so registered in order to perform the Units. (e) Neither the Underwriterservices contemplated by this Agreement, nor any director or executive officer of if or where not so registered or licensed, the Underwriter is subject to the disqualification provisions will act only through members of Rule 262 of Regulation A. No a selling group who are so registered representative of the Underwriter, or any other person being compensated by or through the Underwriter for the solicitation of Investors, is subject to the disqualification provisions of Rule 262 of Regulation A. (f) No agreement will be made by the Underwriter with any person permitting the resale, repurchase or distribution of any Securities purchased by such personlicensed.

Representations and Warranties of the Underwriter. Agreements of the Underwriter. The Underwriter hereby represents and warrants and covenants to the Company agrees that: (i) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company or the Guarantor and not incorporated by reference into the Registration Statement and any press release issued by the Company or the Guarantor) other than (a) The Underwriter agrees a free writing prospectus that it shall not include any contains no “issuer information” (as defined in Rule 433 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in any Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (b) any Issuer Free Writing Prospectus listed on Schedule I or prepared pursuant to Section 1(b)( ii) of the Underwriting Agreement Basic Provisions, as amended for purposes of this Agreement, or (c) any free writing prospectus prepared by such underwriter and approved by the Company and the Guarantor in advance in writing (each such free writing prospectus referred to in clauses (a) or (c), an “testing-the-waters” communication Underwriter Free Writing Prospectus”). (ii) It has not and will not distribute any Underwriter Free Writing Prospectus referred to in clause (i)(a) in a manner reasonably designed to lead to its broad unrestricted dissemination. (iii) It has not and will not, without the prior written consent of the Company and the Guarantor, use any free writing prospectus that contains the final terms of the Securities unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that the Underwriter may use a term sheet substantially in the form of Exhibit 5 hereto without the consent of the Company and the Guarantor; provided further that the Underwriter using such term sheet shall notify the Company and the Guarantor, and provide a copy of such term sheet to the Company and the Guarantor, prior to, or substantially concurrently with, the first use of such term sheet. (iv) It will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used or referred to by the Underwriter without the prior consent of the Company (any such issuer information it, in accordance with respect to whose use the Company has given its consent, “Permitted Issuer Information”), provided that “issuer information” (as defined in Rule 433 under the Securities Act. (v) within It is not subject to any pending proceeding under Section 8A of the meaning Securities Act with respect to the offering (and will promptly notify the Company and the Guarantor if any such proceeding against it is initiated during the period in which a prospectus relating to the Securities is required to be delivered under the Securities Act). (vi) In relation to each Member State of this the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), the Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive (as defined below) is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer of the Securities to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of the Securities to the public in that Relevant Member State at any time: (a) shall to legal entities which are authorized or regulated to operate in the financial markets or, if not be deemed so authorized or regulated, whose corporate purpose is solely to include information prepared by the Underwriter on the basis of, or derived from, “issuer information”.invest in securities; (b) The Underwriter is to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a member total balance sheet of FINRA more than €43,000,000 and each (3) an annual net turnover of them more than €50,000,000, as shown in its last annual or consolidated accounts; or (c) in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this Section, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and their respective employees by any means of sufficient information on the terms of the offer and representatives have all required licenses and registrations the Securities to act under this Agreementbe offered so as to enable an investor to decide to purchase or subscribe the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, and references to the "Prospectus Directive" means Directive 2003/71/EC of the European Parliament and of the Council of the European Union of November 4, 2003, and includes any relevant implementing measure in each shall remain a member Relevant Member State. (vii) Underwriter represents, warrants and agrees that it has not offered or duly licensedsold and will not offer or sell the Securities publicly (as defined for purposes of the securities laws of Brazil or the Cayman Islands, as the case may be, during ) in Brazil or the OfferingCayman Islands. (c) No agreement will be made by the Underwriter with any person permitting the resale, repurchase or distribution of any Units, Common Stock or Warrants purchased by such person. (d) Except as otherwise consented to by the Company, the Underwriter has not and will not use or distribute any written offering materials other than the preliminary offering circular included in the Offering Statement (the “Offering Circular”), pricing disclosure materials and the final Offering Circular. The Underwriter has not and will not use any “broker-dealer use only” materials with members of the public, or has not and will not make any unauthorized verbal representations or verbal representations which contradict or are inconsistent with the statements made in the Offering Statement in connection with offers or sales of the Units. (e) Neither the Underwriter, nor any director or executive officer of the Underwriter is subject to the disqualification provisions of Rule 262 of Regulation A. No registered representative of the Underwriter, or any other person being compensated by or through the Underwriter for the solicitation of Investors, is subject to the disqualification provisions of Rule 262 of Regulation A. (f) No agreement will be made by the Underwriter with any person permitting the resale, repurchase or distribution of any Securities purchased by such person.

Representations and Warranties of the Underwriter. Agreements of the Underwriter. (1) The Underwriter hereby represents and warrants and covenants to the Company that: (a) The Underwriter agrees that it shall not include any “issuer information” (as defined or its affiliates participating in Rule 433 under the Act) in any “testing-the-waters” communication used or referred to by Offering are, and will remain, until the Underwriter without the prior consent completion of the Company (any such issuer information with respect Offering, appropriately registered under Securities Laws so as to whose use the Company has given permit it to lawfully fulfil its consent, “Permitted Issuer Information”), provided that “issuer information” (as defined in Rule 433 under the Act) within the meaning of this (a) shall not be deemed to include information prepared by the Underwriter on the basis of, or derived from, “issuer information”.obligations hereunder; (b) The Underwriter is a member of FINRA it has good and each of them sufficient right and their respective employees authority to enter into this Agreement and representatives have all required licenses and registrations to act complete the transactions contemplated under this Agreement, Agreement on the terms and each shall remain a member or duly licensed, as the case may be, during the Offering.conditions set forth herein; (c) No agreement will be made this Agreement has been duly executed and delivered by the Underwriter and such agreement is a legal, valid and binding obligation of, and is enforceable against the Underwriter in accordance with any person permitting its terms (subject to bankruptcy, insolvency and other laws affecting the resalerights of creditors generally, repurchase or distribution the availability of any Units, Common Stock or Warrants purchased by such person.equitable remedies and the qualification that rights to indemnity and waiver of contribution may be contrary to public policy); (d) Except as otherwise consented to by the Company, the Underwriter has not and will not use or distribute (i) any written offering materials other than the preliminary offering circular included in the Offering Statement (the “Offering Circular”), pricing disclosure materials and the final Offering Circular. The Underwriter has not and will not use any “broker-dealer use only” materials with members of the public, or has not and will not make any unauthorized verbal representations or verbal representations which contradict or are inconsistent with the statements made in the Offering Statement in connection with offers or sales of the Units.Offered Securities in Canada will be conducted through the Underwriter, or one or more affiliates of the Underwriter, duly registered in compliance with applicable Canadian Securities Laws; and (ii) any offers or sales of the Offered Securities in the United States will be conducted through the Underwriter, or one or more affiliates of the Underwriter, duly registered as a broker-dealer in compliance with applicable U.S. Securities Laws and the by-laws, rules and regulations of FINRA; and (e) Neither the Underwriter, nor any director or executive officer of the Underwriter is subject (including its agents, representatives and the Selling Firms) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any materials in connection with the disqualification provisions of Rule 262 of Regulation A. No registered representative of Offering other than the UnderwriterOffering Documents, or the Documents Incorporated by Reference, and any other person being compensated by or through the Underwriter for the solicitation of Investors, is subject to the disqualification provisions of Rule 262 of Regulation A. (f) No agreement will be made Issuer Free Writing Prospectus provided by the Underwriter with any person permitting the resale, repurchase or distribution of any Securities purchased by such personCorporation.

Representations and Warranties of the Underwriter. Agreements of the Underwriter. The Underwriter represents and warrants to, and covenants to agrees with, the Company that: (a) The Underwriter agrees It has not made and will not make, unless approved in writing in advance by the Company, any offer relating to the Shares that it shall not include any would constitute a “issuer informationfree writing prospectus” (as defined in Rule 405 under the Securities Act and referred to herein as a Free Writing Prospectus) that would be required to be filed with the Commission under Rule 433 under the Securities Act. Notwithstanding the foregoing, it may use a free writing prospectus that is an Issuer Free Writing Prospectus listed on Schedule V. (b) It will, pursuant to reasonable procedures developed in any “testing-the-waters” communication good faith, retain copies of each Free Writing Prospectus used or referred to by the Underwriter without the prior consent of the Company (any such issuer information it, in accordance with respect to whose use the Company has given its consent, “Permitted Issuer Information”), provided that “issuer information” (as defined in Rule 433 under the Securities Act) within the meaning of this (a) shall not be deemed to include information prepared by the Underwriter on the basis of, or derived from, “issuer information”. (b) The Underwriter is a member of FINRA and each of them and their respective employees and representatives have all required licenses and registrations to act under this Agreement, and each shall remain a member or duly licensed, as the case may be, during the Offering. (c) No agreement It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding is initiated against it during the period of time after the first date of the public offering of the Shares that a prospectus relating to the Shares is required by law to be made delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Shares by the Underwriter with any person permitting or dealer (the resale, repurchase or distribution Prospectus Delivery Period)). Whether the Prospectus Delivery Period is ongoing for purposes of any Units, Common Stock or Warrants purchased this Section 1B(c) shall be determined by such personthe opinion of Xxxxxxxx Xxxxxxx LLP. (d) Except as otherwise consented to by the Company, the Underwriter It has not solicited offers for, or offered or sold, and will not use solicit offers for, or distribute any written offer or sell, the Shares as part of their initial offering materials other than outside the preliminary offering circular included United States except in or from those jurisdictions set forth on Schedule VI hereto, in accordance with the restrictions and the applicable securities laws and regulations thereunder as set forth in the Offering Statement (the “Offering Circular”), pricing disclosure materials and the final Offering Circular. The Underwriter has not and will not use any “broker-dealer use only” materials with members Underwriting section of the public, or has not and will not make any unauthorized verbal representations or verbal representations which contradict or are inconsistent with Prospectus Supplement under the statements made in the Offering Statement in connection with offers or sales of the Unitscaption “Selling Restrictions. (e) Neither the Underwriter, nor any director or executive officer of the Underwriter is subject to the disqualification provisions of Rule 262 of Regulation A. No registered representative of the Underwriter, or any other person being compensated by or through the Underwriter for the solicitation of Investors, is subject to the disqualification provisions of Rule 262 of Regulation A. (f) No agreement will be made by the Underwriter with any person permitting the resale, repurchase or distribution of any Securities purchased by such person.”