Common use of Notice to Placement Agent Clause in Contracts

Notice to Placement Agent. The Company will notify the Placement Agent promptly, and will, if requested, confirm such notification in writing: (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus, the Disclosure Package or the Prospectus, (iii) the time and date when any post-effective amendment to the Registration Statement becomes effective, but only during the Prospectus Delivery Period; (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, or the initiation of any proceedings for that purpose or pursuant to Section 8A of the Securities Act or the threat thereof, but only during the Prospectus Delivery Period; (v) of receipt by the Company of any notification with respect to any suspension or the approval of the Shares and Warrant Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or the initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance or invocation of any such stop order or suspension by the Commission and, if any such stop order or suspension is so issued or invoked, to obtain as soon as possible the withdrawal or removal thereof.

Notice to Placement Agent. The Company will notify the Placement Agent promptly, and will, if requested, confirm such notification in writing: (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus, the Disclosure Package or the ProspectusDocuments, (iii) the time and date when any post-effective amendment to the Registration Statement becomes effective, but only during the Prospectus Delivery Period; (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing ProspectusDocuments, or the initiation of any proceedings for that purpose or pursuant to Section 8A of the Securities Act or the threat thereof, but only during the Prospectus Delivery Period; (v) of receipt by the Company of any notification with respect to any suspension or the approval of the Shares and Warrant Shares Securities (including any shares of Common Stock underlying the Securities) from any securities exchange upon which it is listed for trading or included or designated for quotation, or the initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance or invocation of any such stop order or suspension by the Commission and, if any such stop order or suspension is so issued or invoked, to obtain as soon as possible the withdrawal or removal thereof.

Notice to Placement Agent. The During the time during which a prospectus relating to the Shares is required to be delivered under the Securities Act, the Company will notify the Placement Agent promptly, and will, if requested, confirm such notification in writing: (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus, the Disclosure Package or the Prospectus, (iii) the time and date when any post-effective amendment to the Registration Statement becomes effective, but only during ; (ii) of any request by the Commission for any amendment to the Registration Statement or the Prospectus Delivery Periodor for additional information relating to or in connection with the sale of the Shares; (iviii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, Statement or the initiation of any proceedings for that purpose or pursuant to Section 8A of the Securities Act or the threat thereof, but only ; (iv) of becoming aware of the occurrence of any event during the time during which a prospectus related to the Shares is required to be delivered that in the judgment of the Company makes any statement made in the Registration Statement or the Prospectus Delivery Periodthen being used untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus then being used in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and, during such time, prepare and furnish, at the Company’s expense, to the Placement Agent promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change; or (v) of receipt by the Company of any notification with respect to any suspension or of the approval qualification of the Shares for offer and Warrant Shares from sale in any securities exchange upon which it is listed for trading or included or designated for quotation, or the initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance or invocation of any such stop order or suspension by the Commission and, if any such stop order or suspension is so issued or invoked, to obtain as soon as possible the withdrawal or removal thereofjurisdiction.

Notice to Placement Agent. The During any period when a prospectus relating to the Shares is required to be delivered under the Securities Act in connection with the offering contemplated by this Agreement (the “Prospectus Delivery Period”), the Company will notify the Placement Agent promptly, and will, if requested, confirm such notification in writing: (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus, the Disclosure Package Prospectus or the Prospectus, (iii) the time and date when any post-effective amendment to the Registration Statement becomes effective, but only during the Prospectus Delivery Period; (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing the Prospectus, or the initiation of any proceedings for that purpose or pursuant to Section 8A of the Securities Act or the threat thereof, but only during the Prospectus Delivery Period; and (v) of receipt by the Company of any notification with respect to any suspension or of the approval of the Shares and Warrant Shares from any securities exchange upon which it is they are listed for trading or included or designated for quotation, or the initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance or invocation of any such stop order or suspension by the Commission and, if any such stop order or suspension is so issued or invoked, to obtain as soon as possible the withdrawal or removal thereof.

Notice to Placement Agent. The Company will notify the Placement Agent promptly, and will, if requested, confirm such notification in writing: (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus, the Disclosure Package or the Prospectus, (iii1) the time and date when any post-effective amendment to the Registration Statement becomes effective, but only during the Prospectus Delivery Periodperiod mentioned in Section 4(b); (iv2) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information relating to or in connection with the sale of the Shares, but only during the period mentioned in Section 4(b); (3) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, Statement or the initiation of any proceedings for that purpose or pursuant to Section 8A of the Securities Act or the threat thereof, but only during the Prospectus Delivery Periodperiod mentioned in Section 4(b); (v4) of becoming aware of the occurrence of any event during the period mentioned in Section 4(b) that in the judgment of the Company makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (5) of receipt by the Company of any notification with respect to any suspension or of the approval qualification of the Shares for offer and Warrant Shares from sale in any securities exchange upon which it is listed for trading or included or designated for quotationjurisdiction. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement in connection with the offering contemplated hereby, or the initiation or threatening Company will make every reasonable effort to obtain the withdrawal of any proceeding for such purposeorder at the earliest possible moment. The If the Company has omitted any information from the Registration Statement, pursuant to Rule 430A, it will use its reasonable best efforts to prevent comply with the issuance or invocation provisions of any such stop order or suspension by and make all requisite filings with the Commission and, if any pursuant to said Rule 430A and to notify the Placement Agent promptly of all such stop order or suspension is so issued or invoked, to obtain as soon as possible the withdrawal or removal thereoffilings.

Notice to Placement Agent. The Company will notify the Placement Agent promptly, and will, if requested, confirm such notification in writing: (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus, the General Disclosure Package or the Prospectus, ; (iii) of the time and date when any post-effective amendment to the Registration Statement becomes effective, but only during the Prospectus Delivery Period; (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus, prospectus included in the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, or the initiation of any proceedings for that purpose or pursuant to Section 8A of the Securities Act or the threat thereof, but only during the Prospectus Delivery Period; and (v) of receipt by the Company of any notification with respect to any suspension or the approval of the Shares and Warrant Shares from any securities exchange upon which it is they are listed for trading or included or designated for quotation, or the initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance or invocation of any such stop order or suspension by the Commission and, if any such stop order or suspension is so issued or invoked, to obtain as soon as possible the withdrawal or removal thereof.

Notice to Placement Agent. The Company will notify the Placement Agent promptly, and will, if requested, confirm such notification in writing: (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus, the Disclosure Package or the Final Prospectus, ; (iii) of the time and date when any post-effective amendment to the Registration Statement becomes effective, but only during the Prospectus Delivery Period; (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus, prospectus included in the Disclosure Package, the Final Prospectus or any Issuer Free Writing Prospectus, or the initiation of any proceedings for that purpose or pursuant to the threat thereof; (v) of receipt by the Company of notice from the Commission that the Company has become the subject of a proceeding under Section 8A of the Securities Act or in connection with the threat thereof, but only during offering of the Prospectus Delivery PeriodSecurities; and (vvi) of receipt by the Company of any notification with respect to any suspension or the approval of the Shares and Warrant Shares from any securities exchange upon which it is they are listed for trading or included or designated for quotation, or the initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance or invocation of any such stop order order, suspension or suspension proceeding by the Commission and, if any such stop order order, suspension or suspension proceeding is so issued or invoked, to obtain as soon as possible the withdrawal or removal thereof.

Notice to Placement Agent. The Company will notify the Placement Agent promptly, and will, if requested, confirm such notification in writing: (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement Statements or any amendment or supplement to any Preliminary Prospectus, the Disclosure Package or the Prospectus, (iii) the time and date when any post-effective amendment to the Registration Statement Statements becomes effective, but only during the Prospectus Delivery Period; (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration StatementStatements, or any post-effective amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, or the initiation of any proceedings for that purpose or pursuant to Section 8A of the Securities Act or the threat thereof, but only during the Prospectus Delivery Period; (v) of receipt by the Company of any notification with respect to any suspension or of the approval of the Shares and Warrant Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or the initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance or invocation of any such stop order or suspension by the Commission and, if any such stop order or suspension is so issued or invoked, to obtain as soon as possible the withdrawal or removal thereof.

Notice to Placement Agent. The Company will notify the Placement Agent promptly, and will, if requested, confirm such notification in writing: (i1) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus, the Disclosure Package or the Prospectus, (iii) the time and date when any post-effective amendment to the Registration Statement becomes effective, but only during the Prospectus Delivery Periodperiod mentioned in Section 4(b); (iv2) of any request by the Commission for any amendment to the Registration Statement, any amendment or supplement to the Prospectus, or any Issuer Free Writing Prospectus or for additional information relating to or in connection with the sale of the Securities, but only during the period mentioned in Section 4(b); (3) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, Statement or any post-effective amendment thereto or any an order preventing or suspending the use of any Preliminary Prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement to the Prospectus) or any Issuer Free Writing Prospectus, or the initiation of any proceedings proceeding for that purpose or pursuant to Section 8A any of the Securities Act foregoing purposes or the any threat thereof, but in each case only during the Prospectus Delivery Periodperiod mentioned in Section 4(b); (v4) of becoming aware of the occurrence of any event during the period mentioned in Section 4(b) that in the judgment of the Company makes any statement made in the Registration Statement, the Prospectus (or any supplement or amendment to the Prospectus), or any Issuer Free Writing Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement, the Prospectus (or any supplement or amendment to the Prospectus), or any Issuer Free Writing Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (5) of receipt by the Company of any notification with respect to any suspension or the approval of the Shares qualification of the Securities for offer and Warrant Shares from sale in any securities exchange upon which it is listed for trading jurisdiction. If at any time during the period mentioned in Section 4(b) the Commission shall issue any order suspending the effectiveness of the Registration Statement or included preventing or designated for quotationsuspending the use of the Prospectus (or any supplement or amendment to the Prospectus) or any Issuer Free Writing Prospectus or suspending any qualification of the Securities in connection with the offering contemplated hereby, or the initiation or threatening Company will make every reasonable effort to obtain the withdrawal of any proceeding for such purposeorder at the earliest possible moment. The If the Company has omitted any information from the Registration Statement, pursuant to Rule 430A, 430B or 430C under the Act, it will use its reasonable best efforts to prevent comply with the issuance or invocation provisions of any such stop order or suspension by and make all requisite filings with the Commission andpursuant to Rule 430A, if any 430B or 430C under the Act and to notify the Placement Agent promptly of all such stop order or suspension is so issued or invoked, to obtain as soon as possible the withdrawal or removal thereoffilings.

Notice to Placement Agent. The Company will notify agrees (i) for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, to advise the Placement Agent promptlypromptly after it receives notice thereof, and will, if requested, confirm such notification in writing: (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) of the time and date of when any filing of any post-post effective amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus or any Preliminary Prospectusamended Prospectus has been filed and to furnish the Placement Agent with copies thereof, (ii) to file promptly all reports and any definitive proxy or information statements required to be filed by the Disclosure Package Company with the Commission pursuant to Section 13(a), 15 or 15(d) of the Prospectus, Exchange Act subsequent to the date of the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Units; (iii) to advise the time and date when Placement Agent, promptly after it receives notices thereof, (x) of any post-effective amendment request by the Commission to amend the Registration Statement becomes effective, but only during or to amend or supplement the Prospectus Delivery Period; or for additional information with respect thereto, (ivy) of the issuance by the Commission Commission, of any stop order suspending the effectiveness of the Registration Statement, Statement or any post-effective amendment thereto or any order directed at any document incorporated by reference therein or any amendment or supplement thereto or any order preventing or suspending the use of any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectusamendment or supplement thereto, or (z) of the initiation suspension of any proceedings for that purpose or pursuant to Section 8A the qualification of the Securities Act for offering or the threat thereofsale in any jurisdiction, but only during the Prospectus Delivery Period; (v) of receipt by the Company of any notification with respect to any suspension or the approval of the Shares and Warrant Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or the initiation institution or threatening of any proceeding for any such purpose. The Company will , or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, (iv) in the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or suspending any such qualification, promptly to use its reasonable best efforts to prevent the issuance or invocation of any such stop order or suspension by the Commission and, if any such stop order or suspension is so issued or invoked, to obtain as soon as possible the withdrawal or removal thereofof such order.

Notice to Placement Agent. The During the Prospectus Delivery Period, the Company will notify the Placement Agent promptly, and will, if requested, confirm such notification in writing: (i) of the receipt by the Company of any comments of, or requests for additional or supplemental information from, the Commission; (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus, the Disclosure Package or the Prospectus, (iii) the time and date when any post-effective amendment to the Registration Statement becomes effective, but only during the Prospectus Delivery Period; (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, or the initiation of any proceedings for that purpose or pursuant to Section 8A of the Securities Act or the threat thereof, but only during thereof of which the Prospectus Delivery PeriodCompany is aware; (v) of receipt by the Company of any notification with respect to any suspension or the approval of the Shares and Warrant Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or the initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance or invocation of any such stop order or suspension by the Commission and, if any such stop order or suspension is so issued or invoked, to obtain as soon as possible the withdrawal or removal thereof.

Notice to Placement Agent. The Company will notify the Placement Agent promptly, and will, if requested, confirm such notification in writing: (i) of the receipt of any comments of, or requests for additional or supplemental information from, the CommissionCommission relating, directly or indirectly, to the sale of the Securities; (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus, the Disclosure Package or the ProspectusProspectus relating, directly or indirectly, to the sale of the Securities; (iii) of the time and date when any post-effective amendment to the Registration Statement becomes effective, but only during the Prospectus Delivery Period; (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus, prospectus included in the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, or the initiation of any proceedings for that purpose or pursuant to Section 8A of the Securities Act or the threat thereof, but only during the Prospectus Delivery Period; (v) of receipt by the Company of any notification with respect to any suspension or the approval of the Shares and Warrant Shares from any securities exchange upon which it is they are listed for trading or included or designated for quotation, or the initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance or invocation of any such stop order or suspension by the Commission and, if any such stop order or suspension is so issued or invoked, to obtain as soon as possible the withdrawal or removal thereof.

Notice to Placement Agent. The Company will notify the Placement Agent promptly, and will, if requested, confirm such notification in writing: (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus, the Disclosure Package or the Prospectus, (iii) the time and date when any post-effective amendment to the Registration Statement becomes effective, but only during the Prospectus Delivery Period; (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, or the initiation of any proceedings for that purpose or pursuant to Section 8A of the Securities Act or the threat thereof, but only during the Prospectus Delivery Period; (v) of receipt by the Company of any notification with respect to any suspension or the approval of the Shares and Warrant Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or the initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance or invocation of any such stop order or suspension by the Commission and, if any such stop order or suspension is so issued or invoked, to obtain as soon as possible the withdrawal or removal thereof.

Notice to Placement Agent. The Company will notify the Placement Agent promptly, and will, if requested, confirm such notification in writing: (i1) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus, the Disclosure Package or the Prospectus, (iii) the time and date when any post-effective amendment to the Registration Statement becomes effective, but only during the Prospectus Delivery Periodperiod mentioned in Section 4(b); (iv2) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information relating to or in connection with the sale of the Shares, but only during the period mentioned in Section 4(b); (3) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, Statement or the initiation of any proceedings for that purpose or pursuant to Section 8A of the Securities Act or the threat thereof, but only during the Prospectus Delivery Periodperiod mentioned in Section 4(b); (v4) of becoming aware of the occurrence of any event during the period mentioned in Section 4(b) that in the judgment of the Company makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (5) of receipt by the Company of any notification with respect to any suspension or of the approval qualification of the Shares for offer and Warrant Shares from sale in any securities exchange upon which it is listed for trading or included or designated for quotationjurisdiction. If at any time during the period mentioned in Section 4(b) the Commission shall issue any order suspending the effectiveness of the Registration Statement in connection with the offering contemplated hereby, or the initiation or threatening Company will make every reasonable effort to obtain the withdrawal of any proceeding for such purposeorder at the earliest possible moment. The If the Company has omitted any information from the Registration Statement, pursuant to Rule 430A, it will use its reasonable best efforts to prevent comply with the issuance or invocation provisions of any such stop order or suspension by and make all requisite filings with the Commission and, if any pursuant to said Rule 430A and to notify the Placement Agent promptly of all such stop order or suspension is so issued or invoked, to obtain as soon as possible the withdrawal or removal thereoffilings.

Notice to Placement Agent. The Company will notify agrees (i) for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, to advise the Placement Agent promptlypromptly after it receives notice thereof, and will, if requested, confirm such notification in writing: (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus, the Disclosure Package or the Prospectus, (iii) the time and date when any post-effective amendment to the Registration Statement has been filed or becomes effective, but only during effective or any supplement to the Prospectus Delivery Periodor any amended Prospectus has been filed and to furnish the Placement Agent with copies thereof; (ivii) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 15 or 15(d) of the Exchange Act subsequent to the date of the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities; (iii) to advise the Placement Agent, promptly after it receives notices thereof, (x) of any request by the Commission to amend the Registration Statement or to amend or supplement the Prospectus or for additional information with respect thereto, (y) of the issuance by the Commission Commission, of any stop order suspending the effectiveness of the Registration Statement, Statement or any post-effective amendment thereto or any order directed at any document incorporated by reference therein or any amendment or supplement thereto or any order preventing or suspending the use of any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectusamendment or supplement thereto, or (z) of the initiation suspension of any proceedings for that purpose or pursuant to Section 8A the qualification of the Securities Act for offering or the threat thereofsale in any jurisdiction, but only during the Prospectus Delivery Period; (v) of receipt by the Company of any notification with respect to any suspension or the approval of the Shares and Warrant Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or the initiation institution or threatening of any proceeding for any such purpose. The Company will , or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, (iv) in the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or suspending any such qualification, promptly to use its reasonable best efforts to prevent the issuance or invocation of any such stop order or suspension by the Commission and, if any such stop order or suspension is so issued or invoked, to obtain as soon as possible the withdrawal or removal thereofof such order.

Notice to Placement Agent. The Company will notify the Placement Agent promptly, and will, if requested, confirm such notification in writing: (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus, the Disclosure Package or the Prospectus, (iii1) the time and date when any post-effective amendment to the Registration Statement becomes effective, but only during the Prospectus Delivery Periodperiod mentioned in Section 4(b); (iv2) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus or for additional information relating to or in connection with the sale of the Shares, but only during the period mentioned in Section 4(b); (3) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, Statement or the initiation of any proceedings for that purpose or pursuant to Section 8A of the Securities Act or the threat thereof, but only during the Prospectus Delivery Periodperiod mentioned in Section 4(b); (v4) of becoming aware of the occurrence of any event during the period mentioned in Section 4(b) that in the judgment of the Company makes any statement made in the Registration Statement or the Final Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Final Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (5) of receipt by the Company of any notification with respect to any suspension or of the approval qualification of the Shares for offer and Warrant Shares from sale in any securities exchange upon which it is listed for trading or included or designated for quotationjurisdiction. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement in connection with the offering contemplated hereby, or the initiation or threatening Company will make every reasonable effort to obtain the withdrawal of any proceeding for such purposeorder at the earliest possible moment. The If the Company has omitted any information from the Registration Statement, pursuant to Rule 430A, it will use its reasonable best efforts to prevent comply with the issuance or invocation provisions of any such stop order or suspension by and make all requisite filings with the Commission and, if any pursuant to said Rule 430A and to notify the Placement Agent promptly of all such stop order or suspension is so issued or invoked, to obtain as soon as possible the withdrawal or removal thereoffilings.

Notice to Placement Agent. The Company will notify agrees (i) for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares, to advise the Placement Agent promptlypromptly after it receives notice thereof, and will, if requested, confirm such notification in writing: (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) of the time and date of when any filing of any post-post effective amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus or any Preliminary Prospectusamended Prospectus has been filed and to furnish the Placement Agent with copies thereof, (ii) to file promptly all reports and any definitive proxy or information statements required to be filed by the Disclosure Package Company with the Commission pursuant to Section 13(a), 15 or 15(d) of the Prospectus, Exchange Act subsequent to the date of the Prospectus Supplement and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares; (iii) to advise the time and date when Placement Agent, promptly after it receives notices thereof, (x) of any post-effective amendment request by the Commission to amend the Registration Statement becomes effective, but only during or to amend or supplement the Prospectus Delivery Period; or for additional information with respect thereto, (ivy) of the issuance by the Commission Commission, of any stop order suspending the effectiveness of the Registration Statement, Statement or any post-effective amendment thereto or any order directed at any document incorporated by reference therein or any amendment or supplement thereto or any order preventing or suspending the use of any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectusamendment or supplement thereto, or the initiation of any proceedings for that purpose or pursuant to Section 8A (z) of the Securities Act or suspension of the threat thereof, but only during the Prospectus Delivery Period; (v) of receipt by the Company of any notification with respect to any suspension or the approval qualification of the Shares and Warrant Shares from for offering or sale in any securities exchange upon which it is listed for trading or included or designated for quotationjurisdiction, or of the initiation institution or threatening of any proceeding for any such purpose. The Company will , or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, (iv) in the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or suspending any such qualification, promptly to use its reasonable best efforts to prevent the issuance or invocation of any such stop order or suspension by the Commission and, if any such stop order or suspension is so issued or invoked, to obtain as soon as possible the withdrawal or removal thereofof such order.

Notice to Placement Agent. The Company will notify the Placement Agent promptly, and will, if requested, confirm such notification in writing: (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus, the Disclosure Package or the Prospectus, (iii1) the time and date when any post-effective amendment to the Registration Statement becomes effective, but only during the Prospectus Delivery Periodperiod mentioned in Section 4(b); (iv2) of any request by the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or for additional information, but only during the period mentioned in Section 4(b); (3) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, Statement or the initiation of any proceedings for that purpose or pursuant to Section 8A of the Securities Act or the threat thereof, but only during the Prospectus Delivery Periodperiod mentioned in Section 4(b); (v4) of becoming aware of the occurrence of any event during the period mentioned in Section 4(b) that in the judgment of the Company makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (5) of receipt by the Company of any notification with respect to any suspension or of the approval qualification of the Shares for offer and Warrant Shares from sale in any securities exchange upon which it is listed for trading or included or designated for quotationjurisdiction. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement in connection with the offering contemplated hereby, or the initiation or threatening Company will make every reasonable effort to obtain the withdrawal of any proceeding for such purposeorder at the earliest possible moment. The If the Company has omitted any information from the Registration Statement, pursuant to Rule 430A, it will use its reasonable best efforts to prevent comply with the issuance or invocation provisions of any such stop order or suspension by and make all requisite filings with the Commission and, if any pursuant to said Rule 430A and to notify the Placement Agent promptly of all such stop order or suspension is so issued or invoked, to obtain as soon as possible the withdrawal or removal thereoffilings.

Notice to Placement Agent. The During the time during which a prospectus relating to the Shares is required to be delivered under the Securities Act, the Company will notify the Placement Agent promptly, and will, if requested, confirm such notification in writing: (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus, the Disclosure Package or the Prospectus, (iii) the time and date when any post-effective amendment to the Registration Statement becomes effective, but only during ; (ii) of any request by the Commission for any amendment to the Registration Statement or the Prospectus Delivery Periodor for additional information relating to or in connection with the sale of the Shares; (iviii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, Statement or the initiation of any proceedings for that purpose or pursuant to Section 8A of the Securities Act or the threat thereof, but only ; (iv) of becoming aware of the occurrence of any event during the time during which a prospectus related to the Shares is required to be delivered that in the judgment of the Company makes any statement made in the Registration Statement or the Prospectus Delivery Periodthen being used untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus then being used in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and, during such time, prepare and furnish, at the Company's expense, to the Placement Agent promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change; or (v) of receipt by the Company of any notification with respect to any suspension or of the approval qualification of the Shares for offer and Warrant Shares from sale in any securities exchange upon which it is listed for trading or included or designated for quotation, or the initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance or invocation of any such stop order or suspension by the Commission and, if any such stop order or suspension is so issued or invoked, to obtain as soon as possible the withdrawal or removal thereofjurisdiction.