Conditions to the Agent’s Obligations. The obligations of the Agent hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein (other than those representations and warranties made as of a specified date or time), to the due performance in all material respects by the Company of its obligations hereunder, to the completion by the Agent of a due diligence review satisfactory to it in its reasonable judgment, and to the continuing reasonable satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions:

Conditions to the Agent’s Obligations. The obligations of the Placement Agent hereunder with respect to a Placement willshall be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein (other than those representations and warranties made as of a specified date or time), to the due performancewarranties, in all material respectsrespects, on the part of the Company set forth in Section 7 hereof, in each case as of the date hereof and as of the Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder, to the completion by the Agenthereunder on and as of a due diligence review satisfactory to it in its reasonable judgment,such dates, and to the continuing reasonable satisfaction (or waiver by the Agent in its sole discretion)each of the following additional conditions: