Common use of REPRESENTATIONS OF THE PLACEMENT AGENT Clause in Contracts

REPRESENTATIONS OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good standing of the FINRA, (ii) is registered as a broker/dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iii) is licensed as a broker/dealer under the laws of the United States of America, applicable to the offers and sales of the Placement Agent Securities by the Placement Agent, (iv) is and will be a corporate body validly existing under the laws of its place of incorporation, (v) has full power and authority to enter into and perform its obligations under this Agreement and (vi) has taken all reasonable and appropriate measures to ensure that the Placement constitutes a “public offering” for purposes of Nasdaq Rule 5635 and will provide any documentation reasonably requested by the Company to substantiate such determination. The Placement Agent will immediately notify the Company in writing of any change in its status with respect to subsections (i) through (vi) above. The Placement Agent covenants that it will use its reasonable best efforts to conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements of applicable law.

REPRESENTATIONS OF THE PLACEMENT AGENT. The Placement Agent Agent, represents and warrants that it (i) is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”), (ii) is registered as a broker/dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iii) is licensed as a broker/dealer under the laws of the United States of America, applicable to the offers and sales of the Placement Agent Securities by the Placement Agent, (iv) is and will be a corporate body validly existing under the laws of its place of incorporation, (v) has full power and authority to enter into and perform its obligations under this Agreement and (vi) has taken all reasonable and appropriate measures to ensure that the Placement constitutes a “public offering” for purposes of Nasdaq Rule 5635 Agent has not, in connection with the Offering, disclosed to any Investors information that is different from or inconsistent with the information contained in the Prospectus and will provide any documentation reasonably requested by the Company to substantiate such determinationTransaction Documents. The Placement Agent will immediately notify the Company in writing of any change in its status with respect to subsections (i) through (vi) above. The Placement Agent covenants that it will use its reasonable best efforts to conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements of applicable law.

REPRESENTATIONS OF THE PLACEMENT AGENT. The Placement Agent Agent, represents and warrants that it (i) is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”), (ii) is registered as a broker/dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iii) is licensed as a broker/dealer under the laws of the United States of America, applicable to the offers and sales of the Placement Agent Registered Securities and Warrants by the Placement Agent, (iv) is and will be a corporate body validly existing under the laws of its place of incorporation, (v) has full power and authority to enter into and perform its obligations under this Agreement and (vi) has taken all reasonable and appropriate measures to ensure that the Placement constitutes a “public offering” for purposes of Nasdaq Rule 5635 Agent has not, in connection with the Offering, disclosed to any Investors information that is different from or inconsistent with the information contained in the Prospectus and will provide any documentation reasonably requested by the Company to substantiate such determinationTransaction Documents. The Placement Agent will immediately notify the Company in writing of any change in its status with respect to subsections (i) through (vi) above. The Placement Agent covenants that it will use its reasonable best efforts to conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements of applicable law.

REPRESENTATIONS OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good standing of the FINRA, (ii) is registered as a broker/dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iii) is licensed as a broker/dealer under the laws of the United States of America, applicable to the offers and sales of the Placement Agent Securities by the Placement Agent, (iv) is and will be a corporate body validly existing under the laws of its place of incorporation, (v) has full power and authority to enter into and perform its obligations under this Agreement and (vi) has taken all reasonable and appropriate measures to ensure that the Placement constitutes a “public offering” for purposes of Nasdaq Rule 5635 and will provide any documentation reasonably requested by the Company to substantiate such determinationAgreement. The Placement Agent will immediately notify the Company in writing of any change in its IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" 4886-2310-7866, v.2" "" 4886-2310-7866, v.2 status with respect to subsections (i) through (viv) above. The Placement Agent covenants that it will use its reasonable best efforts to conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements of applicable law.

REPRESENTATIONS OF THE PLACEMENT AGENT. The Placement Agent Agent, represents and warrants that it (i) is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”), (ii) is registered as a broker/dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iii) is licensed as a broker/dealer under the laws of the United States of America, applicable to the offers and sales of the Placement Agent Securities Shares by the Placement Agent, (iv) is and will be a corporate body validly existing under the laws of its place of incorporation, (v) has full power and authority to enter into and perform its obligations under this Agreement and (vi) has taken all reasonable and appropriate measures to ensure that the Placement constitutes a “public offering” for purposes Agent has not, in connection with the Offering, disclosed to any Investors information that is different from or inconsistent with the information contained in the Time of Nasdaq Rule 5635 Sale Disclosure Package and will provide any documentation reasonably requested by the Company to substantiate such determinationTransaction Documents. The Placement Agent will immediately notify the Company in writing of any change in its status with respect to subsections (i) through (vi) above. The Placement Agent covenants that it will use its reasonable best efforts to conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements of applicable law.