The Distribution 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 Distribution Agent is exempt from registration or such registration is not otherwise required. The Distribution 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 Distribution Agent shall comply with all applicable law and regulations, including, but not limited to, Regulation M, in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Distribution Agent of the Placement Shares.