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

Representations and Covenants of the Agent. The Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall comply with all applicable law and regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent of the Placement Shares, including, but not limited to, Regulation M under the Exchange Act. During the term of this Agreement, neither the Agent nor an affiliate purchaser (as such term is defined in Regulation M) shall, directly or indirectly, engage in (i) any short sale of any security of the Company, as defined in Regulation SHO, (ii) any sale of any security of the Company that the Agent does not own or any sale which is consummated by the delivery of a security of the Company borrowed by, or for the account of, the Agent or (iii) any market making, bidding, stabilization or other trading activity with regard to the Common Stock or related derivative securities, in each case if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act or Exchange Act.

Representations and Covenants of the Agent. The Agent represents and warrants that that: (a) it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall will comply with all applicable law and regulations in connection with the transactions contemplated by this Agreement, including the issuance offer and sale through the Agent of the Placement Shares, including, but not limited to, Regulation M under the Exchange Act. During the term ; (b) neither it, nor any of this Agreementits affiliates or subsidiaries, neither the Agent nor an affiliate purchaser (as such term is defined in Regulation M) shall, directly or indirectly, shall engage in (i) any short sale of any security of the Company, as defined in Regulation SHO, Company or (ii) any sale of any security of the Company that the Agent does not own or any sale which is consummated by the delivery of a security of the Company borrowed by, or for the account of, the Agent Agent; and (c) neither it, nor any of its affiliates or subsidiaries, engages in any proprietary trading or trading for such Agent’s (iiior its affiliates’ or subsidiaries’) any market making, bidding, stabilization or other trading activity with regard to the Common Stock or related derivative securities, in each case if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act or Exchange Actown account.

Representations and Covenants of the Agent. The Agent represents and warrants that that: (a) it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall will comply with all applicable law and regulations in connection with the transactions contemplated by this Agreement, including the issuance offer and sale through the Agent of the Placement Shares, including, including but not limited to, to Regulation M under the Exchange Act. During the term ; (b) neither it, nor any of this Agreementits affiliates or subsidiaries, neither the Agent nor an affiliate purchaser (as such term is defined in Regulation M) shall, directly or indirectly, shall engage in (i) any short sale of any security of the Company, as defined in Regulation SHO, Company or (ii) any sale of any security of the Company that the Agent does not own or any sale which is consummated by the delivery of a security of the Company borrowed by, or for the account of, the Agent Agent; and (c) neither it, nor any of its affiliates or subsidiaries, engages in any proprietary trading or trading for such Agent’s (iiior its affiliates’ or subsidiaries’) any market making, bidding, stabilization or other trading activity with regard to the Common Stock or related derivative securities, in each case if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act or Exchange Actown account.

Representations and Covenants of the Agent. The Agent represents and warrants that that: (a) it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall will comply with all applicable law and regulations in connection with the transactions contemplated by this Agreement, including the issuance offer and sale through the Agent of the Placement Shares, including, including but not limited to, to Regulation M under the Exchange Act. During the term ; (b) neither it, nor any of this Agreementits affiliates or subsidiaries, neither the Agent nor an affiliate purchaser (as such term is defined in Regulation M) shall, directly or indirectly, shall engage in (i) any short sale of any security of the Company, as defined in Regulation SHO, Company or (ii) any sale of any security of the Company that the Agent does not own or any sale which is consummated by the delivery of a security of the Company borrowed by, or for the account of, the Agent Agent; and (c) neither it, nor any of its affiliates or subsidiaries, engages in any proprietary trading or trading for the Agent’s (iiior its affiliates’ or subsidiaries’) any market making, bidding, stabilization or other trading activity with regard to the Common Stock or related derivative securities, in each case if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act or Exchange Actown account.