Common use of Representations, Warranties and Covenants of each Investor Clause in Contracts

Representations, Warranties and Covenants of each Investor. 5.1 Each Investor represents and warrants that it has received and read the Fund’s Prospectus. 5.2 Each Investor, if outside the United States, will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. 5.3 Each Investor further represents and warrants to, and covenants with, the Fund that (i) such Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of such Investor, enforceable in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by federal or state laws. 5.4 Each Investor understands that nothing in the Prospectus, this Agreement or any other materials presented to such Investor in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. Such Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares. 5.5 From and after obtaining the knowledge of the sale of the Shares contemplated hereby, such Investor has not taken, and prior to the public announcement of the transaction such Investor shall not take, any action that has caused or will cause such Investor to have, directly or indirectly, sold or agreed to sell any shares of Common Stock, effected any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the 1000 Xxx) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derives any significant part of its value from the Common Stock, whether or not, directly or indirectly, in order to hedge its position in the Shares.

Representations, Warranties and Covenants of each Investor. 5.1 Each Investor represents and warrants that it has received and read the FundCompany’s Prospectus. 5.2 Each Investor, if outside the United States, will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. 5.3 Each Investor further represents and warrants to, and covenants with, the Fund Company that (i) such Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of such Investor, Investor enforceable against such Investor in accordance with its terms, except as affected enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting creditors’ and contracting parties’ rights generally, generally and except as enforceability may be subject to general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by federal or state laws). 5.4 Each Investor understands that nothing in the Prospectus, this Agreement or any other materials presented to such Investor in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. Such Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares. 5.5 From and after obtaining the knowledge of the sale of the Shares contemplated hereby, such Investor has not taken, and prior to the public announcement of the transaction such Investor shall not take, any action that has caused or will cause such Investor to have, directly or indirectly, sold or agreed to sell any shares of Common Stock, effected any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the 1000 XxxSecurities Exchange Act of 1934, as amended) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derives derived any significant part of its value from the Common Stock, whether or not, directly or indirectly, in order to hedge its position in the Shares.

Representations, Warranties and Covenants of each Investor. 5.1 Each Investor represents and warrants that it has received and read the FundCompany’s Prospectus. 5.2 Each Investor, if outside the United States, will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. 5.3 Each Investor further represents and warrants to, and covenants with, the Fund Company that (i) such Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of such Investor, Investor enforceable against such Investor in accordance with its terms, except as affected enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting creditors’ and contracting parties’ rights generally, generally and except as enforceability may be subject to general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by federal or state laws). 5.4 Each Investor understands that nothing in the Prospectus, this Agreement or any other materials presented to such Investor in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. Such Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares. 5.5 From and after obtaining the knowledge of the sale of the Shares contemplated hereby, such Investor has not taken, and prior to the public announcement of the transaction such Investor shall not take, any action that has caused or will cause such Investor to have, directly or indirectly, sold or agreed to sell any shares of Common Stock, effected any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the 1000 XxxSecurities Exchange Act of 1934, as amended) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derives any significant part of its value from the Common Stock, whether or not, directly or indirectly, in order to hedge its position in the Shares.

Representations, Warranties and Covenants of each Investor. 5.1 Each Investor Investor, severally and not jointly, represents and warrants that it to the Company as follows: 4.1 Such Investor has received the Company’s base prospectus relating to the Offered Securities. Such Investor acknowledges that such Investor has received certain additional information regarding the Offering, including pricing information (the “Offering Information”). Such Offering Information may be provided to such Investor by any means permitted under the 1933 Act, including through a prospectus supplement, a free writing prospectus and read the Fund’s Prospectusoral communications. 5.2 Each Investor, if outside the United States, will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. 5.3 Each Investor further represents and warrants to, and covenants with, the Fund that (i) such 4.2 Such Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of such Investor, Investor enforceable against such Investor in accordance with its terms, except as affected by subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other insolvency or similar laws relating to or affecting creditors’ rights generally, general generally and equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by federal or state lawsgeneral applicability. 5.4 Each 4.3 Such Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Offered Securities and has, in connection with its decision to purchase the number of Offered Securities set forth opposite its name on Schedule I to the Agreement, relied solely upon the Registration Statement, the base prospectus, the Offering Information and any amendments or supplements thereto and any other written material provided by the Company. 4.4 Such Investor understands that nothing in the ProspectusRegistration Statement, the base prospectus, the Offering Information and any amendments or supplements thereto, this Agreement or any other materials presented to such Investor in connection with the purchase and sale of the Shares Offered Securities constitutes legal, tax or investment advice. Such Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of SharesOffered Securities. 5.5 4.5 From and after obtaining the knowledge of the sale of the Shares Offered Securities contemplated hereby, such Investor has not taken, and prior to the public announcement engaged in any purchases or sales of the transaction such Investor shall not take, any action that has caused or will cause such Investor to have, directly or indirectly, sold or agreed to sell any shares securities of Common Stock, effected any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the 1000 Xxx) with respect to the Common Stock, granted any other right Company (including, without limitation, any put Short Sales (as defined in Regulation SHO) involving the Company’s securities), and has not violated its obligations of confidentiality. Such Investor covenants that it will not engage in any purchases or call optionsales of the securities of the Company (including Short Sales) with respect or disclose any information about the contemplated offering (other than to its advisors that are under a legal obligation of confidentiality) prior to the Common Stock or with respect to any security time that includes, relates to or derives any significant part of its value from the Common Stock, whether or not, directly or indirectly, in order to hedge its position in the Sharestransactions contemplated by this Agreement are publicly disclosed.

Representations, Warranties and Covenants of each Investor. 5.1 Each Investor hereby represents and warrants that it has received warrants, severally and read not jointly, as of the Fund’s Prospectus.date hereof and as of the Closing Date, that: 5.2 Each Investor, if outside the United States, will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. 5.3 Each Investor further represents and warrants to, and covenants with, the Fund that 2.13.1 (i) As of the date hereof, such Investor has full righthas, powerand at the Closing will have, authority and capacity sufficient cash, available lines of credit or other sources of immediately available funds to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize fulfill its Commitment, (ii) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or other organizational action by such Investor and (if such Investor is an entity) do not contravene any provision of such Investor’s charter, partnership agreement, operating agreement or similar organizational documents or any Law or contractual restriction binding on such Investor or its assets, and this Agreement has been duly executed and delivered by such Investor, (iii) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Agreement by such Investor (other than those contemplated by the Merger Agreement with respect to the Transactions contemplated thereby) have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Agreement, and (iiiv) this Agreement constitutes a legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, terms (except as affected to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws Laws relating to or affecting creditors’ rights generally, or by general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by federal or state lawsequity). 5.4 Each 2.13.2 Such Investor understands has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of acquiring equity interests in Parent and Merger Sub, including the risk that nothing such Investor could lose the entire value of such equity interests, and has so evaluated the merits and risks of such purchase. Such Investor has been given access to the kind of information and the documents concerning Parent and Merger Sub and the Company, and to ask questions of, and to receive answers from, Parent regarding the Company and its subsidiaries (in each case, to the Prospectus, this Agreement or any other materials presented extent Parent possesses such information). Such Investor has received all information which it believes to be necessary in order to reach an informed decision as to the advisability of acquiring equity interests in Parent and Merger Sub and has had answered to such Investor’s reasonable satisfaction any and all questions regarding such information. Such Investor has made such independent investigation of Parent and Merger Sub, the Company, each of their management, and related matters as such Investor deems to be necessary or advisable in connection with the purchase acquisition of equity interests in Parent and sale Merger Sub, and is able to bear the economic and financial risk of acquiring equity interests in Parent and Merger Sub (including the Shares constitutes legal, tax or investment advicerisk that such Investor could lose the entire value of such equity interests). Such Investor did not make a decision to acquire equity interests in Parent and Merger Sub as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, any seminar or meeting, or any general solicitation of a subscription of equity interests in Parent and Merger Sub by a person not previously known to such Investor. Such Investor acknowledges that none of Parent and Merger Sub nor any of their Affiliates has consulted rendered or will render any securities valuation advice or other advice to such legalInvestor, tax and investment advisors as itsuch Investor is not agreeing to purchase equity interests in Parent and Merger Sub in reliance upon, in its sole discretionor with the expectation of, has deemed necessary or appropriate in connection with its purchase of Sharesany such advice. 5.5 From 2.13.3 Each Investor specifically understands and after obtaining agrees that no Investor has made or will make any representation or warranty with respect to the knowledge terms, value or any other aspect of the sale of the Shares transactions contemplated hereby, and each Investor explicitly disclaims any warranty, express or implied, with respect to such matters. In addition, each Investor has specifically acknowledges, represents and warrants that it is not takenrelying on any other Investor (a) for its due diligence concerning, and prior or evaluation of, Parent, Merger Sub, the Company or their respective assets or businesses, (b) for its decision with respect to the public announcement of the transaction such Investor shall not take, making any action that has caused investment contemplated hereby or will cause such Investor to have, directly or indirectly, sold or agreed to sell any shares of Common Stock, effected any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the 1000 Xxxc) with respect to the Common Stock, granted any tax and other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derives any significant part of its value from the Common Stock, whether or not, directly or indirectly, economic considerations involved in order to hedge its position in the Sharessuch investment.

Representations, Warranties and Covenants of each Investor. 5.1 Each Investor represents and warrants that it has received and read the Fund’s Prospectus. 5.2 Each Investor, if outside the United States, will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. 5.3 Each Investor further represents and warrants to, and covenants with, the Fund that (i) such Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of such Investor, enforceable in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by federal or state laws. 5.4 Each Investor understands that nothing in the Prospectus, this Agreement or any other materials presented to such Investor in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. Such Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares. 5.5 From and after obtaining the knowledge of the sale of the Shares contemplated hereby, such Investor has not taken, and prior to the public announcement of the transaction such Investor shall not take, any action that has caused or will cause such Investor to have, directly or indirectly, sold or agreed to sell any shares of Common Stock, effected any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the 1000 0000 Xxx) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derives any significant part of its value from the Common Stock, whether or not, directly or indirectly, in order to hedge its position in the Shares.

Representations, Warranties and Covenants of each Investor. 5.1 Each Investor represents and warrants that it has received and read the FundCompany’s ProspectusGeneral Disclosure Package. 5.2 Each Investor, if outside the United States, will comply with all applicable laws and regulations applicable to it in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. 5.3 Each Investor further represents and warrants to, and covenants with, the Fund Company that (i) such Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of such Investor, enforceable in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by federal or state laws. 5.4 Each Investor understands that nothing in the ProspectusGeneral Disclosure Package, this Agreement or any other materials presented to such Investor in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. Such Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares. 5.5 From and after obtaining the knowledge of the sale of the Shares contemplated hereby, such Investor has not taken, and prior to the public announcement of the transaction such Investor shall not take, any action that has caused or will cause such Investor to have, directly or indirectly, sold or agreed to sell any shares of Common Stock, effected any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the 1000 0000 Xxx) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derives any significant part of its value from the Common Stock, whether or not, directly or indirectly, in order to hedge its position in the Shares.

Representations, Warranties and Covenants of each Investor. 5.1 Each Investor represents and warrants that it has received and read the Fund’s Company's Prospectus. 5.2 Each Investor, if outside the United States, will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. 5.3 Each Investor further represents and warrants to, and covenants with, the Fund Company that (i) such Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of such Investor, Investor enforceable against such Investor in accordance with its terms, except as affected enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting creditors’ ' and contracting parties' rights generally, generally and except as enforceability may be subject to general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by federal or state laws). 5.4 Each Investor understands that nothing in the Prospectus, this Agreement or any other materials presented to such Investor in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. Such Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares. 5.5 From and after obtaining the knowledge of the sale of the Shares contemplated hereby, such Investor has not taken, and prior to the public announcement of the transaction such Investor shall not take, any action that has caused or will cause such Investor to have, directly or indirectly, sold or agreed to sell any shares of Common Stock, effected any short sale, whether or not against the box, established any “"put equivalent position” " (as defined in Rule 16a-1(h) under the 1000 XxxSecurities Exchange Act of 1934, as amended) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derives derived any significant part of its value from the Common Stock, whether or not, directly or indirectly, in order to hedge its position in the Shares.

Representations, Warranties and Covenants of each Investor. Each Investor represents and warrants to the Company as of the date hereof and as of the Closing Date referred to in Section 3 hereof, and agree with the Company, as follows: 5.1 Each Investor represents and warrants that it has received and read the FundCompany’s General Disclosure Package and, only as of the Closing Date, the Prospectus. 5.2 Each Investor, if outside the United States, will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. 5.3 Each Investor further represents and warrants to, and covenants with, the Fund Company that (i) such Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of such Investor, enforceable in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by federal or state laws. 5.4 Each Investor understands that nothing in the Prospectus, this Agreement or Company has not provided it with any other materials presented to such Investor in connection with the purchase and sale of the Shares constitutes legal, tax or investment adviceadvice in connection with its purchase of Shares. Such Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares. 5.5 From and after obtaining the knowledge of the sale of the Shares contemplated hereby, such Investor has not taken, and prior to the public announcement of the transaction such Investor shall not take, any action that has caused or will cause such Investor to have, directly or indirectly, sold or agreed to sell any shares of Common Stock, effected any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the 1000 0000 Xxx) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derives any significant part of its value from the Common Stock, whether or not, directly or indirectly, in order to hedge its position in the Shares.

Representations, Warranties and Covenants of each Investor. 5.1 Each Investor represents and warrants that it has received and read the Fund’s 's Prospectus. 5.2 Each Investor, if outside the United States, will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. 5.3 Each Investor further represents and warrants to, and covenants with, the Fund that (i) such Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of such Investor, enforceable in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by federal or state laws. 5.4 Each Investor understands that nothing in the Prospectus, this Agreement or any other materials presented to such Investor in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. Such Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares. 5.5 From and after obtaining the knowledge of the sale of the Shares contemplated hereby, such Investor has not taken, and prior to the public announcement Annex I-6 of the transaction such Investor shall not take, any action that has caused or will cause such Investor to have, directly or indirectly, sold or agreed to sell any shares of Common Stock, effected any short sale, whether or not against the box, established any “"put equivalent position” " (as defined in Rule 16a-1(h) under the 1000 Xxx1934 Act) with respect to the Common Stock, granted any other right rigxx (includingxxxxuding, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derives any significant part of its value from the Common Stock, whether or not, directly or indirectly, in order to hedge its position in the Shares.

Representations, Warranties and Covenants of each Investor. 5.1 Each Investor represents and warrants that it has received and read the FundCompany’s ProspectusGeneral Disclosure Package. 5.2 Each Investor, if outside the United States, will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. 5.3 Each Investor further represents and warrants to, and covenants with, the Fund Company that (i) such Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of such Investor, enforceable in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by federal or state laws. 5.4 Each Investor understands that nothing in the ProspectusGeneral Disclosure Package, this Agreement or any other materials presented to such Investor in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. Such Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares. 5.5 From and after obtaining the knowledge of the sale of the Shares contemplated hereby, such Investor has not taken, and prior to the public announcement of the transaction such Investor shall not take, any action that has caused or will cause such Investor to have, directly or indirectly, sold or agreed to sell any shares of Common Stock, effected any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the 1000 0000 Xxx) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derives any significant part of its value from the Common Stock, whether or not, directly or indirectly, in order to hedge its position in the Shares.

Representations, Warranties and Covenants of each Investor. 5.1 4.1 Each Investor represents and warrants that it has received the Company’s base prospectus relating to the shares and read the Fund’s Prospectus.free writing prospectus dated the date hereof 5.2 Each Investor, if outside the United States, will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. 5.3 4.2 Each Investor further represents and warrants to, and covenants with, the Fund Company that (i) such Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of such Investor, Investor enforceable against such Investor in accordance with its terms, except as affected enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting creditors’ and contracting parties’ rights generally, generally and except as enforceability may be subject to general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by federal or state laws). 5.4 4.3 Each Investor represents and warrants to, and covenants with, the Company that: (i) each Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares; and (ii) each Investor has, in connection with its decision to purchase the number of Shares set forth on Schedule I to the Agreement, relied solely upon the registration statement, the prospectus, and any amendments or supplements thereto and has not relied upon any information provided by BMO Capital Markets Corp. in its capacity as Placement Agent for the Company. 4.4 Each Investor understands that nothing in the Prospectusprospectus and any supplement thereto, this Agreement or any other materials presented to such Investor in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. Such Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares. 5.5 4.5 From and after obtaining the knowledge of the sale of the Shares contemplated hereby, such Investor has not taken, and prior to the public announcement of the transaction such Investor shall not take, any action that has caused or will cause such Investor to have, directly or indirectly, sold or agreed to sell any shares of Common Stock, effected any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the 1000 XxxSecurities Exchange Act of 1934, as amended) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derives any significant part of its value from the Common Stock, whether or not, directly or indirectly, in order to hedge its position in the Shares.

Representations, Warranties and Covenants of each Investor. 5.1 Each Investor represents and warrants that it has received and read the Fund’s Prospectus. 5.2 Each Investor, if outside the United States, will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. 5.3 Each Investor further represents and warrants to, and covenants with, the Fund that (i) such Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of such Investor, enforceable in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by federal or state laws. 5.4 Each Investor understands that nothing in the Prospectus, this Agreement or any other materials presented to such Investor in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. Such Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares. 5.5 From and after obtaining the knowledge of the sale of the Shares contemplated hereby, such Investor has not taken, and prior to the public announcement Annex I-6 of the transaction such Investor shall not take, any action that has caused or will cause such Investor to have, directly or indirectly, sold or agreed to sell any shares of Common Stock, effected any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the 1000 0000 Xxx) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derives any significant part of its value from the Common Stock, whether or not, directly or indirectly, in order to hedge its position in the Shares.

Representations, Warranties and Covenants of each Investor. 5.1 4.1 Each Investor represents and warrants that it has received the Company’s base prospectus relating to the Shares and read the Fund’s Prospectusfree writing prospectus dated the date hereof. 5.2 Each Investor, if outside the United States, will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. 5.3 4.2 Each Investor further represents and warrants to, and covenants with, the Fund Company that (i) such Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of such Investor, Investor enforceable against such Investor in accordance with its terms, except as affected by subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other insolvency or similar laws relating to or affecting creditors’ rights generally, general generally and equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by federal or state lawsgeneral applicability. 5.4 4.3 Each Investor represents and warrants to, and covenants with, the Company that: (i) each Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares; and (ii) each Investor has, in connection with its decision to purchase the number of Shares set forth on Schedule I to the Agreement, relied solely upon the registration statement, the prospectus, the free writing prospectus dated the date hereof and any amendments or supplements thereto and has not relied upon any information provided by Xxxxxx Brothers Inc. or Xxxxxx & Xxxxxxx, LLC in their capacities as Placement Agents for the Company. 4.4 Each Investor understands that nothing in the Prospectusregistration statement, the prospectus, the free writing prospectus dated the date hereof and any amendments or supplements thereto, this Agreement or any other materials presented to such Investor in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. Such Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares. 5.5 4.5 From and after obtaining the knowledge of the sale of the Shares contemplated hereby, such Investor has not taken, and prior to the public announcement of the transaction such Investor shall not take, any action that has caused or will cause such Investor to have, directly or indirectly, sold or agreed to sell any shares of Common Stock, effected any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the 1000 XxxSecurities Exchange Act of 1934, as amended) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derives any significant part of its value from the Common Stock, whether or not, directly or indirectly, in order to hedge its position in the Shares.

Representations, Warranties and Covenants of each Investor. 5.1 Each 4.1 The Investor represents and warrants that it has received the Company’s base prospectus relating to the Units and read the Fund’s Prospectusfree writing prospectus dated the date hereof. 5.2 Each Investor, if outside the United States, will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. 5.3 Each 4.2 The Investor further represents and warrants to, and covenants with, the Fund Company that (i) such the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of such Investor, the Investor enforceable against the Investor in accordance with its terms, except as affected enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting creditors’ and contracting parties’ rights generally, generally and except as enforceability may be subject to general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by federal or state laws). 5.4 Each 4.3 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing investment decisions similar to the decision to purchase the Units, including investments in securities issued by comparable companies; and (ii) the Investor has, in connection with its decision to purchase the Units pursuant to the Agreement, relied solely upon the Registration Statement, the Prospectus, and any amendments or supplements thereto and has not relied upon any information provided by BMO Capital Markets Corp. in its capacity as placement agent for the Company. 4.4 The Investor understands that nothing in the ProspectusProspectus and any supplement thereto, this Agreement or any other materials presented to such the Investor in connection with the purchase and sale of the Shares Units constitutes legal, tax or investment advice. Such The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of SharesUnits. 5.5 4.5 From and after obtaining the knowledge of the sale of the Shares Units contemplated hereby, such the Investor has not taken, and prior to the public announcement of the transaction such the Investor shall not take, any action that has caused or will cause such the Investor to have, directly or indirectly, purchased or agreed to purchase (other than pursuant to this Agreement) sold or agreed to sell any shares of Common Stock, effected any short saleShort Sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the 1000 Xxx) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derives any significant part of its value from the Common Stock, whether or not, directly or indirectly, in order to hedge its position in the SharesUnits. The Investor agrees that it will not use any of the Units acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. 4.6 The Investor represents that it has had no position, office or other material relationship within the past three years with the Company or persons known to it to be affiliates of the Company.