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

Representations, Warranties and Covenants of the Placement Agent. The Placement Agent hereby represents, warrants and covenants to the Fund as follows: a. The Placement Agent is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification and in which the failure to be so qualified would materially adversely affect the Placement Agent’s ability to perform its obligations under this Agreement. b. The Placement Agent is registered as a broker-dealer with the SEC and is a member in good standing with FINRA, and shall operate only through its duly licensed Registered Representatives. The Placement Agent further represents and warrants that it (and where applicable, its Registered Representatives) i. is registered or qualified in all capacities and jurisdictions required by reason of any offers or sales made pursuant to this Agreement, ii. is registered and in good standing under the rules and regulations of the applicable state and/or federal agencies, self-regulatory, regulatory or governing bodies in which the nature or conduct of its business requires such registration and in which the failure to so register, and/or remain in good standing, would materially adversely affect its ability to perform its obligations under this Agreement, and iii. shall comply, in all material respects, with all applicable laws and regulations in connection with the performance of its obligations hereunder. c. The Placement Agent has full power and authority to approve, execute, deliver and perform its obligations under this Agreement, and when so approved, executed and delivered, this Agreement will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Law affecting creditors’ rights generally and by general principles of equity. d. Each of (i) the Placement Agent or any other entity used or engaged directly or indirectly by the Placement Agent, which other entity has been or will be paid (directly or indirectly) remuneration for the services rendered in connection with this Agreement (each a “Placement Agent Entity”); (ii) any general partner, managing member or equivalent of a Placement Agent Entity; or (iii) any director, executive officer, or other officer rendering services hereunder, of any entity specified in clause (i) or (ii) or any other person receiving remuneration (directly or indirectly) for the rendering of services hereunder has not been subject to any event specified in Rule 506(d)(1) of the Securities Act or any proceeding or event that could result in any such event (“Disqualifying Event”) that would either require disclosure under the provisions of Rule 506(e) of the Securities Act or result in disqualification under Rule 506(d)(1) of the Securities Act of such Fund’s use of the Rule 506 exemption from registration under the Securities Act. The Placement Agent’s representations, warranties and covenants shall continue to be true, correct and in effect during the term of this Agreement or, if later, through the date all amounts payable hereunder have been paid. The Placement Agent shall promptly notify the Fund if any change occurs that would make any representation, warranty or covenant made by the Placement Agent in this Section 4 inaccurate or incomplete in any material respect or if any proceeding or investigation is pending or threatened that, if adversely determined, would adversely impact the offering of Fund Interests as contemplated by this Agreement.

Representations, Warranties and Covenants of the Placement Agent. The Placement Agent hereby represents, warrants and covenants to the Fund as follows: a. (i) The Placement Agent has the necessary corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The Placement Agent is a limited liability company duly organized, organized and validly existing and in good standing under the laws of the jurisdiction State of its formation New York; the execution and is qualified delivery by the Placement Agent of this Agreement and the consummation of the transactions herein contemplated will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to do business in each jurisdiction in which the nature Placement Agent is a party or conduct of its business requires such qualification and in by which the failure Placement Agent or its properties are bound, or any judgment, decree, order or, to be so qualified would materially adversely affect the Placement Agent’s ability 's knowledge, any statute, rule or regulation applicable to perform its obligations under this Agreement. b. The the Placement Agent is registered as a broker-dealer with the SEC and is a member in good standing with FINRA, and shall operate only through its duly licensed Registered RepresentativesAgent. The Placement Agent further represents and warrants that it (and where applicable, its Registered Representatives) i. is registered or qualified in all capacities and jurisdictions required by reason of any offers or sales made pursuant to this Agreement, ii. is registered and in good standing under the rules and regulations of the applicable state and/or federal agencies, self-regulatory, regulatory or governing bodies in which the nature or conduct of its business requires such registration and in which the failure to so register, and/or remain in good standing, would materially adversely affect its ability to perform its obligations under this This Agreement, and iii. shall comply, in all material respects, with all applicable laws and regulations in connection with the performance of its obligations hereunder. c. The Placement Agent has full power and authority to approve, execute, deliver and perform its obligations under this Agreement, and when so approved, executed and delivereddelivered by the Placement Agent, this Agreement will constitute its the legal, valid and binding obligationobligation of the Placement Agent, enforceable against it in accordance with its terms exceptterms, in each case, as enforcement except to the extent that (a) the enforceability hereof may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar Applicable Law laws from time to time in effect and affecting creditors’ the rights generally and by of creditors generally, (b) the enforceability hereof is subject to general principles of equity, or (c) the indemnification provisions hereof may be held to be violative of public policy. d. Each (iii) The Placement Agent will deliver to each purchaser, prior to any submission by such person of a written offer to purchase any Notes, a copy of the Offering Materials, as it may have been most recently amended or supplemented by the Company. (iiv) Upon receipt of an executed Subscription Agreement and the payments representing subscriptions for such Notes, the Placement Agent will promptly forward copies of the subscription documents to the Company and shall forward all consideration received for such Notes to the Escrow Agent to be held in escrow. (v) The Placement Agent will not deliver the Offering Materials to any person it does not reasonably believe to be an Accredited Investor. (vi) The Placement Agent will not intentionally take any action which it reasonably believes would cause the Placement to violate the provisions of the Securities Act or the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"). (vii) The Placement Agent shall use all reasonable efforts to determine (a) whether any prospective purchaser is an Accredited Investor and (b) that any information furnished by a prospective investor is true and accurate. The Placement Agent shall have no obligation to insure that (1) any check, note, draft or other entity used means of payment for the Notes will be honored, paid or engaged directly enforceable against the subscriber in accordance with its terms, or indirectly by (2) subject to the performance of the Placement Agent, which other entity has been or will be paid (directly or indirectly) remuneration for 's obligations and the services rendered in connection with this Agreement (each a “accuracy of the Placement Agent Entity”); (ii) any general partner, managing member or equivalent of a Placement Agent Entity; or (iii) any director, executive officer, or other officer rendering services Agent's representations and warranties hereunder, of any entity specified in clause (iA) or (ii) or any other person receiving remuneration (directly or indirectly) for that the rendering of services hereunder has not been subject to any event specified in Rule 506(d)(1) Placement is exempt from the registration requirements of the Securities Act or any proceeding applicable state "Blue Sky" law or event that could result in (B) any such event prospective purchaser is an Accredited Investor. (“Disqualifying Event”viii) that would either require disclosure under the provisions of Rule 506(e) of the Securities Act or result in disqualification under Rule 506(d)(1) of the Securities Act of such Fund’s use of the Rule 506 exemption from registration under the Securities Act. The Placement Agent’s representations, warranties and covenants shall continue to be true, correct and in effect during the term of this Agreement or, if later, through the date all amounts payable hereunder have been paid. The Placement Agent shall promptly notify is a member of the Fund if any change occurs that would make any representationNational Association of Securities Dealers, warranty or covenant made Inc. and is a broker-dealer registered as such under the Exchange Act and under the securities laws of the States in which the securities will be offered by the Placement Agent in this Section 4 inaccurate or incomplete in any material respect or if any proceeding or investigation Agent, unless an exemption for such state registration is pending or threatened that, if adversely determined, would adversely impact available to the offering of Fund Interests as contemplated by this AgreementPlacement Agent.

Representations, Warranties and Covenants of the Placement Agent. The Placement Agent hereby represents, warrants and covenants to the Fund as follows: a. The Placement Agent is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification and in which the failure to be so qualified would materially adversely affect the Placement Agent’s ability to perform its obligations under this Agreement. b. The Placement Agent is registered as a broker-dealer with the SEC and is a member in good standing with FINRA, and shall operate only through its duly licensed Registered Representatives. The Placement Agent further represents and warrants that it (and where applicable, its Registered Representatives) i. is registered or qualified in all capacities and jurisdictions required by reason of any offers or sales made pursuant to this Agreement, ii. is registered and in good standing under the rules and regulations of the applicable state and/or federal agencies, self-regulatory, regulatory or governing bodies in which the nature or conduct of its business requires such registration and in which the failure to so register, and/or remain in good standing, would materially adversely affect its ability to perform its obligations under this Agreement, and iii. shall comply, in all material respects, with all applicable laws and regulations in connection with the performance of its obligations hereunder. c. The Placement Agent has full power and authority to approve, execute, deliver and perform its obligations under this Agreementto, and when so approvedcovenants with, the Company that: (a) This Agreement has been duly authorized, executed and delivered, this Agreement will constitute its delivered by the Placement Agent and constitutes the legal, valid and binding obligationobligation of the Placement Agent, enforceable against it in accordance with its terms exceptterms, in each case, except insofar as enforcement of the indemnification or contribution provisions hereof may be limited by applicable laws or principles of public policy and subject, as to enforcement, to the availability of equitable remedies and limitations imposed by bankruptcy, insolvency, reorganization and other similar laws and related court decisions relating to or similar Applicable Law affecting creditors’ ' rights generally and by general principles of equitygenerally. d. Each of (ib) The Placement Agent will not conduct the Placement Agent or in violation of applicable federal and state securities laws and will cooperate with the Company to ensure that the offering and sale of the Units will comply with the requirements of the Securities Act, including, without limitation, the general conditions contained in Regulation D and the federal securities laws, and will follow the reasonable advice of the Company with respect to the manner in which to offer and sell the Units so as to ensure that the offering and sale thereof will comply with the securities laws of any other entity used or engaged directly or indirectly jurisdiction in which Securities are offered by the Placement Agent, and the Placement Agent will not make an offer of Securities in any jurisdiction in which other entity has been or will the Company advises it in writing that such offer would be paid (directly or indirectly) remuneration unlawful for the services rendered in connection with this Agreement (each a “Placement Agent Entity”)to offer or sell securities. (c) The Placement Agent is: (i) a registered broker-dealer under the Exchange Act; (ii) any general partner, managing a member or equivalent in good standing of a Placement Agent Entitythe NASD; or and (iii) any director, executive officer, registered as a broker-dealer in each jurisdiction in which it is required to be registered as such in order to offer and sell the Units in such jurisdiction. (d) The Placement Agent has not and will not make an offer of Units (or other officer rendering services hereunder, of any entity specified securities, the offering of which may be integrated with the Placement) on the basis of any communications or documents relating to the Company or the Units except the Memorandum and the exhibits thereto and documents described or referred to therein (including the Subscription Documents), and the cover letters referred to in clause (i) or (ii) Section 2 hereof. Without limiting the generality of the foregoing, the Placement Agent has not and will The Sagemark Companies, Ltd. October 14, 2004 Page 20 of 35 not make any representation as to any rate of return on investment that an offeree may obtain from the ownership of the Securities other than as set forth in the Memorandum or any other person receiving remuneration representation regarding the Company or the Placement that is not contained in the Memorandum. The Placement Agent will deliver a copy of the Memorandum to each prospective Investor solicited by it prior to such offeree's execution of the Subscription Documents or, in the case of amendments or supplements to the Memorandum (directly other than those amendments and supplements approved in writing by the Company but designated in writing as not subject to this requirement), prior to such offeree's execution of an acknowledgment of receipt of such amendment or indirectlysupplement and reconfirmation of intent to subscribe. (e) for the rendering of services hereunder The Placement Agent has not been subject and will not knowingly make an offer of Units on behalf of the Company, or of any securities, the offering of which may be integrated with the Placement, by any form of general solicitation or general advertising in violation of Rule 502(c) of Regulation D such as would cause the offering of Units not to any event specified in Rule 506(d)(1qualify under Section 4(2) of the Securities Act as a transaction exempt from Section 5 thereof. The Placement Agent has not and will not supply in writing for inclusion in the Memorandum or any proceeding related sales materials any information relating to the Placement Agent containing any untrue statement of a material fact or event omitting to state any material fact required to be stated therein or necessary to make such information, in light of the circumstances under which it is used, not misleading. (f) The Placement Agent will not transmit to the Company any written offer from an offeree to purchase Securities unless, immediately prior thereto, it reasonably believes that: (i) the offeree is an Accredited Investor; and (ii) the offeree meets all other offeree and/or purchaser suitability standards, if any, required under applicable securities laws and regulations. (g) The Placement Agent will exercise reasonable care to determine that could result in any such event (“Disqualifying Event”) that would either require disclosure under prospective Investors are not "underwriters" within the provisions meaning of Rule 506(eSection 2(11) of the Securities Act Act, and in that connection will obtain from each investor purchasing Securities in the Placement duly executed Subscription Documents, in the forms attached to the Memorandum or result in disqualification under Rule 506(d)(1) otherwise provided to the Placement Agent by the Company with the approval of the Securities Act of such Fund’s use of the Rule 506 exemption from registration under the Securities Act. The Placement Agent’s representations, warranties Agent and covenants shall continue to be true, correct and in effect during the term of this Agreement or, if later, through the date all amounts payable hereunder have been paid. its counsel. (h) The Placement Agent shall promptly will periodically notify the Fund if any change occurs that would make any representationCompany of the jurisdiction in which the Securities are being offered by it or will be offered by it pursuant to this Agreement, warranty or covenant and will periodically notify the Company of the status of the offering conducted pursuant to this Agreement. Such notices will be accompanied by copies of all filings made by the Placement Agent's counsel in each such jurisdiction so as to enable the Company to timely comply with its filing obligations under applicable state laws (the Company will be responsible for all filings under applicable federal securities laws). The Sagemark Companies, Ltd. October 14, 2004 Page 21 of 35 (i) The Placement Agent has delivered or caused to be delivered (or will so deliver prior to the applicable closing date) the Memorandum to each prospective Investor. (j) The Placement Agent will cause all NASD member firms participating in the Placement to comply with the representations, warranties, covenants and undertakings of the Placement Agent in this Section 4 inaccurate Agreement and the Placement Agent will be responsible therefor and no compensation or incomplete other inducement will be offered by the Placement Agent to any such firm or to any Investor with respect to the Placement, other than as provided in any material respect this Agreement or if any proceeding or investigation is pending or threatened that, if adversely determined, would adversely impact as disclosed in the offering of Fund Interests as contemplated by this AgreementMemorandum.

Representations, Warranties and Covenants of the Placement Agent. The Placement Agent hereby representsrepresents and warrants to, warrants and covenants with, the Company that: (a) This Agreement, the Escrow Agreement and all other documents to be entered into by Placement Agent in connection with the transactions described in the Subscription Documents have been duly authorized, executed and delivered by Placement Agent and constitute the legal, valid and binding obligation of Placement Agent, enforceable against it in accordance with its terms, except insofar as enforcement of the indemnification or contribution provisions hereof may be limited by applicable laws or principles of public policy and subject, as to enforcement, to the Fund availability of equitable remedies and limitations imposed by bankruptcy, insolvency, reorganization and other similar laws and related court decisions relating to or affecting creditors’ rights generally. (b) Placement Agent will cooperate with the Company to ensure that the offering and sale of the Securities will comply with the requirements of the Securities Act, including, without limitation, the general conditions contained in Regulation D and the federal securities laws, and will follow the reasonable advice of the Company with respect to the manner in which to offer and sell the Securities so as follows:to ensure that the offering and sale thereof will comply with the securities laws of any jurisdiction in which Securities are offered by the Placement Agent, and the Placement Agent will not make an offer of Securities in any jurisdiction in which the Company advises it in writing that such offer would be unlawful for the Placement Agent to offer or sell securities. a. (c) The Placement Agent is: (i) a registered broker-dealer under the Exchange Act; (ii) a member in good standing of the FINRA; and (iii) registered as a broker-dealer in each jurisdiction in which it is required to be registered as such in order to offer and sell the Securities in such jurisdiction. (d) The Placement Agent has not and will not make an offer of Securities (or of any securities, the offering of which may be integrated with the Private Placement) on the basis of any communications or documents relating to the Company or the Securities except the Subscription Documents and the exhibits thereto and documents described, referred to or incorporated by reference therein. (e) The Placement Agent will not transmit to the Company any written offer from an offeree to purchase Securities unless, immediately prior thereto, it reasonably believes that: (i) the offeree is an Accredited Investor; and (ii) the offeree meets all other offeree and/or purchaser suitability standards, if any, required under applicable securities laws and regulations. [tlogo] Acorn Energy October 30, 2014 Page 21 of 31 (f) The Placement Agent will notify the Company of the jurisdictions in which the Securities are being offered by it or will be offered by it pursuant to this Agreement, and will notify the Company of the status of the offering conducted pursuant to this Agreement. (g) The Placement Agent is duly organized, organized and validly existing and in good standing as a limited liability company under the laws of the jurisdiction State of its formation New York, with full power and is qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification and in which the failure to be so qualified would materially adversely affect the Placement Agent’s ability authority to perform its obligations under this Agreement. b. The (h) No consent, approval, authorization or order of any court or governmental authority or agency is required for the performance by the Placement Agent is registered as a broker-dealer with the SEC and is a member in good standing with FINRA, and shall operate only through its duly licensed Registered Representatives. The Placement Agent further represents and warrants that it (and where applicable, its Registered Representatives) i. is registered or qualified in all capacities and jurisdictions required by reason of any offers or sales made pursuant to this Agreement, ii. is registered and in good standing under the rules and regulations of the applicable state and/or federal agencies, self-regulatory, regulatory or governing bodies in which the nature or conduct of its business requires such registration and in which the failure to so register, and/or remain in good standing, would materially adversely affect its ability to perform its obligations under this Agreement, and iii. shall comply, in all material respects, with all applicable laws and regulations in connection with the performance of its obligations hereunder. c. The Placement Agent has full power and authority to approve, execute, deliver and perform its obligations under this Agreement, and when so approved, executed and delivered, this Agreement will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Law affecting creditors’ rights generally and by general principles of equity. d. Each of (i) the Placement Agent or any other entity used or engaged directly or indirectly than those that have been previously obtained by the Placement Agent, which other entity has been or will be paid (directly or indirectly) remuneration for the services rendered in connection with this Agreement (each a “Placement Agent Entity”); (ii) any general partner, managing member or equivalent of a Placement Agent Entity; or (iii) any director, executive officer, or other officer rendering services hereunder, of any entity specified in clause (i) or (ii) or any other person receiving remuneration (directly or indirectly) for the rendering of services hereunder has not been subject to any event specified in Rule 506(d)(1) of the Securities Act or any proceeding or event that could result in any such event (“Disqualifying Event”) that would either require disclosure under the provisions of Rule 506(e) of the Securities Act or result in disqualification under Rule 506(d)(1) of the Securities Act of such Fund’s use of the Rule 506 exemption from registration under the Securities Act. The Placement Agent’s representations, warranties and covenants shall continue to be true, correct and in effect during the term of this Agreement or, if later, through the date all amounts payable hereunder have been paid. The Placement Agent shall promptly notify the Fund if any change occurs that would make any representation, warranty or covenant made by the Placement Agent in this Section 4 inaccurate or incomplete in any material respect or if any proceeding or investigation is pending or threatened that, if adversely determined, would adversely impact the offering of Fund Interests as contemplated by this Agreement.