Commission Uses in Representations and Warranties Clause

Representations and Warranties from At the Market Offering Agreement

Golden Minerals Company, a corporation organized under the laws of Delaware (the Company), confirms its agreement (this Agreement) with H. C. Wainwright & Co., LLC (the Manager) as follows:

Representations and Warranties. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation or warranty made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules, the Company represents and warrants to, and agrees with, the Manager at the Execution Time and on each such time the following representations and warranties are repeated or deemed to be made pursuant to this Agreement, as set forth below or in the Registration Statement, the Prospectus or the Incorporated Documents.

Representations and Warranties from At the Market Offering Agreement

Trinity Place Holdings Inc., a corporation organized under the laws of Delaware (the "Company"), confirms its agreement (this "Agreement") with Craig-Hallum Capital Group LLC (the "Manager") as follows:

Representations and Warranties. The Company represents and warrants to, and agrees with, the Manager at the Execution Time and on each such time the following representations and warranties are repeated or deemed to be made pursuant to this Agreement, as set forth below or in the Registration Statement, the Prospectus or the Incorporated Documents.

Representations and Warranties from Form of Subscription Agreement

This subscription (this Agreement) is dated [_________________________] [______], 201__, by and between the investor identified on the signature page hereto (the Investor) and Endurance Exploration Group Inc., a Nevada corporation (the Company), whereby the parties agree as follows:

Representations and Warranties. The Investor represents that, except as set forth below, (a) it has had no position, office or other material relationship within the past three years with the Company or a person known to it to be affiliates of the Company, (b) it is not a member of the Financial Industry Regulation Authority, Inc. (FINRA) or an Associated Person (as such term is defined under the FINRAs Membership and Registration Rules Section 1011) as of the Closing, and (c) neither the Investor nor any group of Investors (as identified in a public filing made with the Commission) of which the Investor is a part in connection with the Offering, acquired, or obtained the right to acquire, 20% or more of the Common Stock (or securities convertible into or exercisable for Common Stock) or the voting power of the Company on a post-transaction basis. Exceptions: (If no exceptions, write none. If left blank, the response will be deemed to be none.) Investor hereby represents, warrants, covenants and agrees as follows:

Representations and Warranties from Sales Agency Financing Agreement

Sales Agency Financing Agreement (this Agreement), dated as of September 9, 2016, among DDR CORP., an Ohio corporation (the Company), SCOTIA CAPITAL (USA) INC., a registered broker-dealer organized under the laws of New York (in its capacity as agent for the Company in connection with the offering and sale of any Issuance Shares hereunder, SCUSA and in its capacity as agent for the Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares hereunder, the Forward Seller), and THE BANK OF NOVA SCOTIA (as counterparty under any Forward Contract, the Forward Purchaser).

Representations and Warranties. That each delivery of a Transaction Notice and each delivery of Shares on a Settlement Date shall be deemed to be (i) an affirmation to SCUSA or both the Forward Seller and the Forward Purchaser, as the case may be, that the representations and warranties of the Company contained in or made pursuant to this Agreement and the Master Forward Confirmation are true and correct as of the date of such Transaction Notice or of such Settlement Date, as the case may be, as though made at and as of each such date, except as may be disclosed in the Prospectus, and (ii) an undertaking that the Company will advise SCUSA or both the Forward Seller and the Forward Purchaser, as the case may be, if any of such representations and warranties will not be true and correct as of the Settlement Date for the Shares relating to such Transaction Notice, as though made at and as of each such date (except that such representations and warranties shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares).

Representations and Warranties from Sales Agency Financing Agreement

Sales Agency Financing Agreement (this Agreement), dated as of September 9, 2016, between DDR CORP., an Ohio corporation (the Company), and KEYBANC CAPITAL MARKETS INC., a registered broker-dealer organized under the laws of Ohio (in its capacity as agent for the Company in connection with the offering and sale of any Issuance Shares hereunder, KBCM, in its capacity as agent for the Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares hereunder, the Forward Seller, and in its capacity as counterparty under any Forward Contract, the Forward Purchaser).

Representations and Warranties. That each delivery of a Transaction Notice and each delivery of Shares on a Settlement Date shall be deemed to be (i) an affirmation to KBCM or both the Forward Seller and the Forward Purchaser, as the case may be, that the representations and warranties of the Company contained in or made pursuant to this Agreement and the Master Forward Confirmation are true and correct as of the date of such Transaction Notice or of such Settlement Date, as the case may be, as though made at and as of each such date, except as may be disclosed in the Prospectus, and (ii) an undertaking that the Company will advise KBCM or both the Forward Seller and the Forward Purchaser, as the case may be, if any of such representations and warranties will not be true and correct as of the Settlement Date for the Shares relating to such Transaction Notice, as though made at and as of each such date (except that such representations and warranties shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares).

Representations and Warranties from Sales Agency Financing Agreement

This Sales Agency Financing Agreement (this Agreement), is dated as of August 9, 2016, by and among Gaming and Leisure Properties, Inc., a Pennsylvania corporation (the Company), Barclays Capital Inc., a registered broker-dealer organized under the laws of Connecticut (in its capacity as agent for the Company in connection with the offering and sale of any Issuance Shares hereunder, Sales Agent, and in its capacity as agent for the Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares hereunder, the Forward Seller) and Barclays Bank PLC, a public limited company organized under the laws of England (as purchaser under any Forward Contract, the Forward Purchaser).

Representations and Warranties. At each Applicable Time, each delivery of a Transaction Notice, each Settlement Date, each Registration Statement Amendment Date (as defined in Section 4.07) and each Request Date, (i) the Company shall be deemed to have affirmed that each representation, warranty, covenant and other agreement contained in this Agreement and the Master Forward Confirmation is true and correct, as though made at and as of each such date, except as may be disclosed in the Prospectus (including any documents incorporated by reference therein and supplements thereto), and (ii) the Company will undertake to advise Sales Agent, the Forward Seller and the Forward Purchaser if any of such representations and warranties will not be true and correct as of each such date, as though made at and as of each such date (except that such representations and warranties shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares).

Representations and Warranties from Dealer Manager Agreement

The following (this Agreement) will confirm our agreement relating to the proposed rights offering (the Rights Offering) to be undertaken by Onconova Therapeutics, Inc., a Delaware corporation (the Company), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.01 per share (the Common Stock) and to holders of certain of its outstanding warrants to purchase approximately 96,842 shares of common stock, issued on January 11, 2016 (the Participating Warrants), who are entitled to participate in such offering pursuant to the terms of such warrants, subscription rights (the Rights) to subscribe for up to an aggregate of 4,256,186 units (the Units), each Unit consisting of one share of Common Stock (the Rights Shares) and 0.75 of a warrant representing the right to purchase one share of Common Stock at an exercise price of $5.88 per share (the Rights Warrants), at a subscription price of $4.90 per Unit in cash (the Subscription Price).

Representations and Warranties. The Company represents and warrants to the Dealer-Manager that:

Representations and Warranties from Form of Subscription Agreement

This subscription (this "Agreement") is dated [______], 2016, by and between the investor identified on the signature page hereto (the "Investor") and Hebron Technology Co. Ltd., a British Virgin Islands company (the "Company"), whereby the parties agree as follows:

Representations and Warranties. The Investor represents that, except as set forth below, (a) it has had no position, office or other material relationship within the past three years with the Company or a person known to it to be affiliates of the Company, (b) it is not a member of the Financial Industry Regulation Authority, Inc. ("FINRA") or an Associated Person (as such term is defined under the FINRA's Membership and Registration Rules Section 1011) as of the Closing, and (c) neither the Investor nor any group of Investors (as identified in a public filing made with the Commission) of which the Investor is a part in connection with the Offering, acquired, or obtained the right to acquire, 20% or more of the Common Stock (or securities convertible into or exercisable for Common Stock) or the voting power of the Company on a post-transaction basis. Exceptions:

Representations and Warranties from Registration Rights Agreement

Representations and Warranties. The Company and the Guarantors, jointly and severally, represent and warrant to, and agree with, the Purchaser and each of the holders from time to time of Registrable Securities that:(g) Each registration statement covering Registrable Securities, Securities or Exchange Securities, as applicable, and each prospectus (including any preliminary or summary prospectus) contained therein or furnished pursuant to Section 3(c) or Section 3(d) and any further amendments or supplements to any such registration statement or prospectus, when it becomes effective or is filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and at all times subsequent to the Effective Time when a prospectus would be required to be delivered under the Securities Act, other than from (i) such time as a notice has been given to holders of Registrable Securities pursuant to Section 3(c)(iii)(G) or Section 3(d)(viii)(G) until (ii) such time as the Company furnishes an amended or supplemented prospectus pursuant to Section 3(c)(iv) or Section 3(e), each such registration statement, and each prospectus (including any summary prospectus) contained therein or furnished pursuant to Section 3(c) or Section 3(d), as then amended or supplemented, will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a holder of Registrable Securities expressly for use therein.(h) Any documents incorporated by reference in any prospectus referred to in Section 5(a), when they become or became effective or are or were filed with the Commission, as the case may be, will conform or conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and none of such documents will contain or contained an untrue statement of a material fact or will omit or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a holder of Registrable Securities expressly for use therein.

Representations and Warranties from Distribution Agreement

DISTRIBUTION AGREEMENT (this Agreement), dated as of December 3, 2015 among ALEXANDRIA REAL ESTATE EQUITIES, INC., a Maryland corporation (the Company), J.P. MORGAN SECURITIES LLC (J.P. Morgan), CITIGROUP GLOBAL MARKETS INC. (Citigroup), COWEN AND COMPANY, LLC (Cowen and Company), EVERCORE GROUP L.L.C. (Evercore ISI), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (BofA Merrill Lynch), MITSUBISHI UFJ SECURITIES (USA), INC. (MUFG), RBC CAPITAL MARKETS, LLC (RBC Capital Markets) and SCOTIA CAPITAL (USA) INC. (Scotiabank, and together with J.P. Morgan, Citigroup, Cowen and Company, Evercore ISI, BofA Merrill Lynch, MUFG, and RBC Capital Markets, the Sales Agents).

Representations and Warranties. That each delivery of an Issuance Notice, each date of acceptance of an Issuance Notice and each delivery of Common Shares on a Settlement Date shall be deemed to be (i) an affirmation to the applicable Sales Agent that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such Issuance Notice, the date of acceptance of an Issuance Notice, the date of such Settlement Date, as the case may be, as though made at and as of each such date, except as may be disclosed in the Registration Statement and the Prospectus (including any documents incorporated by reference therein and any supplements thereto), and (ii) an undertaking that the Company will advise such Sales Agent if any of such representations and warranties will not be true and correct as of the relevant Settlement Date for the Common Shares relating to such Issuance Notice, as though made at and as of each such date (except that such representations and warranties shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Common Shares).