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

Representations, Warranties and Covenants of the Agent. The Agents represent and warrant to and covenant and agree with the Company (on behalf of themselves and their U.S. Affiliates), as of the date hereof and as of the Closing Date, that: 1. They acknowledges that the Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state Securities Laws and may not be offered or sold except pursuant to an exclusion or exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state Securities Laws. They has offered and sold and will offer and sell the Securities only (i) outside the United States in Offshore Transactions in accordance with Rule 903 of Regulation S, or (ii) to, or for the account or benefit of, persons in the United States or U.S. Persons as provided in this Schedule “B”. Accordingly, neither the Agents, nor the U.S. Affiliates, nor any persons acting on any of their behalf: (i) have engaged or will engage in any Directed Selling Efforts; or (ii) except as permitted by this Schedule “B”, have made or will make (x) any offers to sell Securities to, or for the account or benefit of, persons in the United States or U.S. Persons or (y) any sale of Offered Units unless at the time the purchaser made its buy order xxxxxxxx, the Agents, the U.S. Affiliates or other person acting on any of their behalf reasonably believed that such purchaser was outside the United States and not a U.S. Person or acting for the account or benefit of a person in the United States or a U.S. Person. 2. They have not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Units, except with the U.S. Affiliates, any selling group member, or with the prior written consent of the Company. 3. They shall require the U.S. Affiliates, any selling group member, and any other person permitted to participate with the consent of the Company to agree, for the benefit of the Company, to comply with, and shall use its best efforts to ensure that the U.S. Affiliates, any selling group member, and any such other person complies with, the provisions of this Schedule “B” as if such provisions applied to such U.S. Affiliates, selling group member or other person.

Representations, Warranties and Covenants of the Agent. The Agents represent Agent represents and warrant to warrants to, and covenant and agree with covenants with, the Company (on behalf of themselves that, in connection with offers and their U.S. Affiliates), as sales of the date hereof and as of Units in the Closing Date, thatUnited States: 1. They It acknowledges that the Securities Units have not been and will not be registered under the U.S. Securities Act or any U.S. state Securities Laws securities laws and may not be offered or sold except other than pursuant to an exclusion a transaction exempt from or exemption from not subject to the registration requirements of the U.S. Securities Act and all applicable U.S. state Securities Lawssecurities laws. They It has not offered and sold or sold, and will not offer and sell the Securities only or sell, any Units forming part of its allotment except (ia) outside the United States in Offshore Transactions an offshore transaction in accordance with Rule 903 of Regulation S, S or (iib) toin the case of Units, or for the account or benefit of, persons in within the United States or U.S. Persons as provided in this Schedule “B”paragraphs 2 through 11 below. Accordingly, neither the AgentsAgent, nor the U.S. Affiliatesits affiliates, nor any persons acting on any of their behalf: (i) have engaged or will engage in any Directed Selling Efforts; or (ii) except as permitted by this Schedule “B”, have made or will make (xexcept as permitted in paragraphs 2 through 11 below) (i) any offers offer to sell Securities toor any solicitation of an offer to buy, or for the account or benefit ofany Units to any U.S. Purchaser, persons in the United States or U.S. Persons or (yii) any sale of Offered Units unless to any purchaser unless, at the time the purchaser made its buy order xxxxxxxxwas or will have been originated, the Agentspurchaser was outside the United States, the U.S. Affiliates or other such Agent, affiliate or person acting on any behalf of their behalf either, reasonably believed that such purchaser was outside the United States and not a U.S. Person States, or acting for (iii) any Directed Selling Efforts either during the account Offering or benefit of a person in during the United States or a U.S. PersonDistribution Compliance Period. 2. They have It has not entered and will not enter into any contractual arrangement with respect to the offer and sale distribution of the Offered Units, except with the U.S. AffiliatesAffiliate, any selling group member, members or with the prior written consent of the Company. 3. They It shall require the U.S. Affiliates, any Affiliate and each selling group member, and any other person permitted to participate with the consent of the Company member to agree, for the benefit of the Company, to comply with, and shall use its best efforts to ensure that the U.S. Affiliates, any Affiliate and each selling group member, and any such other person member complies with, the same provisions of this Schedule “B” as apply to such Agent as if such provisions applied to the U.S. Affiliate and such U.S. Affiliates, selling group member. 3. All offers and sales of the Units in the United States will be effected through the U.S. Affiliate, in accordance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Affiliate is on the date hereof, and will be, on the date of each offer or sale of Units in the United States, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc. 4. Any offer, sale or other personsolicitation of any offer to buy the Units that has been made or will be made in the United States, was or will be made only to Accredited Investors in transactions that are exempt, from the registration requirements of the U.S. Securities Act and applicable state securities laws. 5. Offers and sales of the Units in the United States shall not be made (i) by any form of General Solicitation or General Advertising, or (ii) in any manner involving a public offering within the meaning of Section 4(2) of the U.S. Securities Act. 6. Prior to completion of any sale of Units in the United States, each U.S. Purchaser thereof will be required to sign and deliver a Subscription Agreement for U.S. Purchasers in the form agreed upon by the Agent and the Company. 7. At the time of Closing, the Agent, together with the U.S. Affiliate, will provide a certificate substantially in the form of Exhibit 1 to this Schedule “B”, relating to the manner of the offer and sale of the Units in the United States. 8. The Agent, acting through the U.S. Affiliate, may offer the Units in the United States only to offerees with respect to which the Agent have a pre-existing relationship and has reasonable grounds to believe are Accredited Investors. 9. At least two business days prior to the Closing Time, the Agent will provide the Company with a list of all purchasers of all U.S.

Representations, Warranties and Covenants of the Agent. The Agents represent Agent represents and warrant warrants to and covenant covenants and agree agrees with the Company (on behalf of themselves and their U.S. Affiliates)Company, as of at the date hereof and as of at the Closing Date, that: 1. They It acknowledges that the Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state Securities Laws securities laws and may not be offered or sold except pursuant to an exclusion or exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state Securities Lawssecurities laws. They It has offered and sold and will offer and sell the Securities Special Warrants only (i) outside the United States in Offshore Transactions in accordance with Rule 903 of Regulation S, or (ii) to, or for the account or benefit of, persons in the United States or and U.S. Persons as provided in this Schedule “B”. B. Accordingly, neither none of the AgentsAgent, nor the its affiliates (including its U.S. Affiliates, nor Affiliate) or any persons acting on any of its or their behalf: (i) have engaged or will engage in any Directed Selling Efforts; or (ii) except as permitted by this Schedule “B”, have made or will make (x) any offers to sell Securities or solicitations of offers to buy Special Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons Persons, or (y) any sale of Offered Units Special Warrants unless at the time the purchaser made its buy order xxxxxxxxtherefor, the AgentsAgent, the its affiliates (including its U.S. Affiliates or other Affiliate), and any person acting on any of their behalf reasonably believed that such purchaser person was outside the United States and not a U.S. Person or acting for the account or benefit of a person in the United States or a U.S. Person. 2. They have It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered UnitsSpecial Warrants, except with the U.S. AffiliatesAffiliate, any selling group member, Selling Firm or with the prior written consent of the Company. 3. They The Agent shall require the its U.S. Affiliates, any selling group member, Affiliate and any other person permitted Selling Firm to participate with the consent of the Company to agree, agree for the benefit of the Company, to comply with, and shall use cause its best efforts to ensure that the U.S. Affiliates, any selling group member, Affiliate and any such other person complies with, Selling Firm to comply with the same provisions of the Agreement and this Schedule “B” as apply to the Agent as if such its provisions applied to such U.S. AffiliatesAffiliate and such Selling Firm. 3. All offers and sales of the Special Warrants to, selling group or for the account or benefit of, persons in the United States or U.S. Persons will be effected by the U.S. Affiliate in accordance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Affiliate is on the date hereof, and will be on the date of each offer or sale of Special Warrants to, or for the account or benefit of, a person in the United States or a U.S. Person, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc. 4. Any offers, or solicitations of offers to buy Special Warrants that have been made or will be made to, or for the account or benefit of, persons in the United States or U.S. Persons, was or will be made only (i) to Qualified Institutional Buyers or U.S. Accredited Investors in transactions that are exempt from the registration requirements of the U.S. Securities Act available pursuant to Rule 506(b) of Regulation D and exempt from registration under all applicable state securities laws, and (ii) outside the United States in Offshore Transactions that are exempt from the registration requirements of the U.S. Securities Act available pursuant to Rule 903 of Regulation S. 5. Immediately prior to making offers to, or for the account or benefit of, persons in the United States or U.S. Persons, the Agent, its affiliates (including its U.S. Affiliate), and any person acting on any of their behalf had reasonable grounds to believe and did believe that each such offeree was either a Qualified Institutional Buyer or U.S. Accredited Investor with respect to which the Agent or its affiliates (including its U.S. Affiliate) had a pre-existing business relationship; and at the time of completion of each sale to a U.S. Purchaser, the Agent, its affiliates (including its U.S. Affiliate), and any person acting on any of their behalf will have reasonable grounds to believe and will believe, that each such U.S. Purchaser is either a Qualified Institutional Buyer or U.S .Accredited Investor. 6. Offers and sales of Special Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons have not been and shall not be made by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 7. At least one Business Day prior to the Closing Date, it shall provide the Company and its transfer agent with a list of all U.S. Purchasers of the Special Warrants, together with their addresses (including state of residence), the number of Special Warrants purchased and the registration and delivery instructions for the Special Warrants. 8. Prior to any sale of Special Warrants to U.S. Purchasers, it shall cause each such U.S. Purchaser to execute and deliver to the Company, the Agent and the U.S. Affiliate, the Subscription Agreement, including the Qualified Institutional Buyer Investment Letter annexed thereto as Schedule “C” – Annex 1 or the U.S. Accredited Investor Certificate annexed thereto as Schedule “C” – Annex 2. 9. All offerees of the Special Warrants that are, or are acting for the account or benefit of, persons in the United States or U.S. Persons shall be informed that the Securities have not been and will not be registered under the U.S. Securities Act and applicable state securities laws and are being offered and sold to such persons in reliance on the exemption from the registration requirements of the U.S. Securities Act and similar exemptions under applicable U.S. state securities laws. 10. None of it, any of its affiliates (including, the U.S. Affiliate) or any person acting on any of their behalf has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Securities. 11. With respect to the Special Warrants to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D, none of (i) the Agent or the U.S. Affiliate, (ii) the Agent’s or the U.S. Affiliate’s general partners or managing members, (iii) any of the Agent’s or U.S. Affiliate’s directors, executive officers or other personofficers participating in the offering of the Special Warrants, (iv) any of the Agent’s or U.S. Affiliate’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Special Warrants or (v) any other person associated with any of the above persons, including any Selling Firm and any such persons related to such Selling Firm, that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of the Special Warrants (each, a “Dealer Covered Person” and, collectively, the “Dealer Covered Persons”), is subject to any Disqualification Event except for a Disqualification Event contemplated by Rule 506(d)(2) of the U.S. Securities Act and a description of which has been furnished in writing to the Company prior to the date hereof. It will notify the Company in writing, prior to the Closing Date of (a) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Company hereunder, any (b) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person. 12. The Agent represents that it is not aware of any person other than a Dealer Covered Person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Special Warrants pursuant to Rule 506(b) of Regulation D of the U.S. Securities Act. It will notify the Company, prior to the Closing Date of any agreement entered into between it and any such person in connection with such sale. 13. At Closing, the Agent, together with its U.S. Affiliate, will provide a certificate, substantially in the form of Exhibit A to this Schedule B, relating to the manner of the offer and sale of the Special Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons, or will be deemed to have represented that they did not offer or sell Special Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons. 14. None of the Agent, any of its affiliates (including, the U.S. Affiliate) or any person acting on any of their behalf will (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the exchange of Special Warrants for the Underlying Securities, or (ii) receive any commission or other remuneration, directly or indirectly, for soliciting the exchange of Special Warrants for the Underlying Securities.

Representations, Warranties and Covenants of the Agent. The Agents represent Agent represents and warrant warrants to and covenant covenants and agree agrees with the Company (on behalf of themselves itself and their its U.S. AffiliatesAffiliate), as of the date hereof and as of the Closing Date, that: 1. They It acknowledges that the Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state Securities Laws and may not be offered or sold except pursuant to an exclusion or exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state Securities Laws. They It has offered and sold and will offer and sell the Securities only (i) outside the United States in Offshore Transactions in accordance with Rule 903 of Regulation S, or (ii) to, or for the account or benefit of, persons in the United States or U.S. Persons as provided in this Schedule “BA”. Accordingly, neither the AgentsAgent, nor the U.S. AffiliatesAffiliate, nor any persons acting on any of their behalf: (i) have engaged or will engage in any Directed Selling Efforts; or (ii) except as permitted by this Schedule “BA”, have made or will make (x) any offers to sell Securities to, or for the account or benefit of, persons in the United States or U.S. Persons or (y) any sale of Offered Units unless at the time the purchaser made its buy order xxxxxxxxtherefor, the AgentsAgent, the U.S. Affiliates Affiliate or other person acting on any of their behalf reasonably believed that such purchaser was outside the United States and not a U.S. Person or acting for the account or benefit of a person in the United States or a U.S. Person. 2. They have It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Units, except with the U.S. AffiliatesAffiliate, any selling group Selling Group member, or with the prior written consent of the Company. 3. They It shall require the U.S. AffiliatesAffiliate, any selling group Selling Group member, and any other person permitted to participate with the consent of the Company to agree, for the benefit of the Company, to comply with, and shall use its best efforts to ensure that the U.S. AffiliatesAffiliate, any selling group Selling Group member, and any such other person complies with, the provisions of this Schedule “BA” as if such provisions applied to such U.S. AffiliatesAffiliate, selling group Selling Group member or other person. 4. All offers and sales of the Units to U.S. Purchasers will be effected by the U.S. Affiliate in accordance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Affiliate is, and will be on the date of each offer or sale of Units to, or for the account or benefit of, a person in the United States or a U.S. Person, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc. 5. Any offer, sale or solicitation of an offer to buy Units that has been made or will be made to purchasers, was or will be made only to (i) Qualified Institutional Buyers in transactions that are exempt from the registration requirements of the U.S. Securities Act pursuant to Section 4(a)(2) of the U.S. Securities Act and all applicable state Securities Laws, and (ii) persons outside the United States in Offshore Transactions that are excluded from registration pursuant to Rule 903 of Regulation S. 6. Offers and sales of Units to U.S. Purchasers have not been and shall not be made by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 7. At least one business day prior to the Closing Date, it shall provide the Company’s transfer agent with a list of all U.S. Purchasers of the Units, together with their addresses (including state of residence), the number of Units purchased and the registration and delivery instructions for the Notes and Warrants. 8. Prior to any sale of Units to U.S. Purchasers, it shall cause each U.S. Purchaser to execute and deliver to the Company, the Agent and the U.S. Affiliate, Exhibit A to the final U.S. private placement memorandum, in the form approved by the Company. 9. All U.S. Purchasers of the Units shall be informed that the Securities have not been and will not be registered under the U.S. Securities Act and applicable state Securities Laws and are being offered and sold to such U.S. Purchasers in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 4(a)(2) thereof and similar exemptions under applicable U.S. state securities laws. 10. None of the Agent, the U.S. Affiliate, or any person acting on its or their behalf has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with this Offering. 11. At Closing, the Agent, together with the U.S. Affiliate, will provide a certificate, substantially in the form of Exhibit A to this Schedule “A”, relating to the manner of the offer and sale of the Units to U.S. Purchasers, or will be deemed to have represented that they did not offer or sell Units to U.S. Purchasers.