Extract to table

The tax representations must address the risk that the IPO or any related transactions could trigger an ITC recapture event under Section 50 of the Internal Revenue Code

Selling Stockholder Representations Pinnacle Vista Capital Partners III, LP is required to make a more limited set of representations, focusing on matters within its knowledge and control

Contribution Provisions The UA provides that if indemnification is judicially determined to be unavailable (for example, because a court holds that indemnification would violate public policy under the Securities Act), contribution shall apply

MAE Termination Trigger Separate from the market-out and disaster-out provisions, the near-final UA includes a condition to closing that no material adverse effect (as defined in the UA) shall have occurred since the date of the UA

Conditions to Closing The UA sets forth the following standard conditions to the underwriters' obligation to purchase and pay for the shares at closing: (a) The registration statement on Form S-1 shall have become effective under the Securities Act of 1933, and no stop order suspending the effectiveness of the registration statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC; (b) No stop order or SEC proceedings shall be pending or threatened; (c) No material adverse effect (as defined in the UA) shall have occurred since the date of the UA; (d) The Company shall have delivered an officer's certificate, signed by the Chief Executive Officer (Garrett Calloway) and the Chief Financial Officer (Marcus Yoon), certifying as to the accuracy of the Company's representations and warranties as of the closing date and the satisfaction of certain conditions; (e) The Company shall have delivered a secretary's certificate, signed by the Corporate Secretary (Sandra Haverford), certifying as to the resolutions of the board of directors authorizing the offering, the incumbency of officers, and the authenticity of the Company's organizational documents; (f) Ashford & Pemberton LLP shall have delivered comfort letters (initial and bring-down) addressed to the underwriters covering the periods and financial data specified in the UA (three circle-ups are planned: initial comfort letter, bring-down comfort letter, and pricing comfort letter); (g) Drummond & Fenwick LLP shall have delivered its legal opinion as issuer's counsel, and Prescott, Danforth & Yee LLP shall have delivered its legal opinion as underwriters' counsel; (h) Both C&H and PD&Y shall have delivered negative-assurance (10b-5) letters; (i) FINRA shall have issued a no-objection determination with respect to the fairness and reasonableness of the underwriting terms and arrangements; (j) The NYSE shall have approved the listing of the shares of common stock, subject only to official notice of issuance; (k) All lock-up agreements required by the UA shall have been delivered in form and substance satisfactory to HK&Co

and (l) Good-standing certificates shall have been delivered for CBR in its jurisdiction of incorporation (Delaware) and principal place of business (Texas), as well as for each material subsidiary