Common use of REPRESENTATIONS OF THE PLACEMENT AGENT Clause in Contracts

REPRESENTATIONS OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good standing of FINRA, (ii) is registered as a broker/dealer under the Exchange Act and the securities laws of each state in which an offer or sale of Placement Agent Securities is made (unless excepted from the respective state’s broker-dealer registration requirements), (iii) is licensed as a broker/dealer under the laws of the United States of America applicable to the offers and sales of the Placement Agent Securities by the Placement Agent, (iv) is and will be a corporate body validly existing under the laws of its place of incorporation, and (v) has full power and authority to enter into and perform its obligations under this Agreement. The Placement Agent will immediately notify the Company in writing of any change in its status with respect to subsections (i) through (v) above. The Placement Agent covenants that it will use its best efforts to conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements of applicable law.

REPRESENTATIONS OF THE PLACEMENT AGENT. The Placement Agent represents Agents, each severally, and warrants not jointly and severally, represent and warrant that it (i) is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”), (ii) is registered as a broker/dealer under the Securities Exchange Act and of 1934, as amended (the securities laws of each state in which an offer or sale of Placement Agent Securities is made (unless excepted from the respective state’s broker-dealer registration requirements“Exchange Act”), (iii) is licensed as a broker/dealer under the laws of the United States of America America, applicable to the offers and sales of the Placement Agent Securities by the Placement AgentAgents, (iv) is and will be a corporate body validly existing under the laws of its place of incorporation, and (v) has full power and authority to enter into and perform its obligations under this Agreement. The Each of the Placement Agent Agents will immediately notify the Company in writing of any change in its status with respect to subsections (i) through (v) above. The Placement Agent covenants Agents covenant that it they will each use its reasonable best efforts to conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements of applicable law.

REPRESENTATIONS OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good standing of FINRA, (ii) is registered as a broker/dealer under the Exchange Act and the securities laws of each state in which an offer or sale of Placement Agent Securities is made (unless excepted from the respective state’s broker-dealer registration requirements)Act, (iii) is licensed as a broker/dealer under the laws of the United States of America America, applicable to the offers and sales of the Placement Agent Securities by the Placement Agent, (iv) is and will be a corporate body validly existing under the laws of its place of incorporationorganization, and (v) has full power and authority to enter into and perform its obligations under this AgreementAgreement and (vi) has not provided, and will not provide during the pendency of the Placement, to any potential investors, any material nonpublic information relating to the Company other than the information contained in the Transaction Documents. The Placement Agent will immediately notify the Company in writing of any change in its status with respect to subsections (i) through (vvi) above. The Placement Agent covenants that it will use its reasonable best efforts to conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements of applicable law.