Common use of ENTIRE AGREEMENT/MISC Clause in Contracts

ENTIRE AGREEMENT/MISC. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof, except for (i) the Engagement Letter, which shall remain binding and in full force and effect, subject to the terms and conditions thereof, provided that to the extent that any terms or conditions of this Agreement conflict with or are inconsistent with the terms and conditions of the Engagement Letter, the terms and conditions of this Agreement shall govern and control and (ii) the Confidentiality Agreement, dated September 28, 2010, between the Company and Hxxxxx Securities, which shall remain binding and in full force and effect. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by both Hxxxxx Securities and the Company. The representations, warranties, agreements and covenants contained herein shall survive the closing of the Placement and delivery and/or exercise of the Securities, as applicable. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.

ENTIRE AGREEMENT/MISC. This Agreement (including the attached Indemnification Provisions) embodies the entire agreement and understanding between the parties heretohereto with respect to this Placement, and supersedes all prior agreements and understandings, relating to the subject matter hereof, except for (i) the Engagement Letter, which shall remain binding and in full force and effect, subject . Notwithstanding anything to the terms and conditions thereof, provided that to the extent that any terms or conditions of this Agreement conflict with or are inconsistent with the terms and conditions of the Engagement Lettercontrary contained herein, the terms and conditions of this the Equity Distribution Agreement shall govern and control and (ii) between the Confidentiality Agreement, parties dated September 2813, 20102022, as amended November 21, 2022, and the Placement Agency Agreement between the Company and Hxxxxx Securitiesparties dated August 15, which 2022 shall remain binding and continue to be effective pursuant to the respective terms of such agreements, including, but not limited to, the ongoing right of first refusal provisions in full force and effectfavor of Maxim Group included therein. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by both Hxxxxx Securities the Placement Agent and the Company. The representations, warranties, agreements and covenants contained herein shall survive the closing of the Placement and delivery and/or exercise of the Securities, as applicable. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.

ENTIRE AGREEMENT/MISC. This Agreement (including the attached Indemnification Provisions) embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof, except for (i) the Engagement Letter, which shall remain binding and in full force and effect, subject . Notwithstanding anything herein to the contrary, the certain letter agreement, dated September 4, 2024 (the “Engagement Agreement”), by and between the Company and the Placement Agent, shall continue to be effective and the terms therein shall continue to survive and conditions thereofbe enforceable by the Placement Agent in accordance with its terms, provided that to that, in the extent that any terms or conditions event of this Agreement a conflict with or are inconsistent with between the terms and conditions of the Engagement LetterAgreement and this Agreement, the terms and conditions of this Agreement shall govern and control and (ii) the Confidentiality Agreement, dated September 28, 2010, between the Company and Hxxxxx Securities, which shall remain binding and in full force and effectprevail. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by both Hxxxxx Securities the Placement Agent and the Company. The representations, warranties, agreements and covenants contained herein shall survive the closing of the Placement and delivery and/or exercise of the Securities, as applicable. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.

ENTIRE AGREEMENT/MISC. This Agreement (including the attached Indemnification Provisions) embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof, except for (i) the Engagement Letterthat certain Underwriting Agreement dated June 18, which shall remain binding 2020 by and in full force and effect, subject to the terms and conditions thereof, provided that to the extent that any terms or conditions of this Agreement conflict with or are inconsistent with the terms and conditions of the Engagement Letter, the terms and conditions of this Agreement shall govern and control and (ii) the Confidentiality Agreement, dated September 28, 2010, between the Company Placement Agent and Hxxxxx Securitiesthe Company, which shall remain binding that certain Placement Agency Agreement dated June 26, 2020 between the Placement Agent and in full force the Company, that certain Placement Agency Agreement dated July 17, 2020 between the Placement Agent and effectthe Company, that certain Placement Agency Agreement dated December 7, 2020 between the Placement Agent and the Company, and that certain Placement Agency Agreement dated January 27, 2021 between the Placement Agent and the Company. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by both Hxxxxx Securities Placement Agent and the Company. The representations, warranties, agreements and covenants contained herein shall survive the closing of the Placement and delivery and/or exercise of the Securities, as applicable. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.

ENTIRE AGREEMENT/MISC. This Agreement (including the Indemnification Provisions attached hereto as Addendum A) embodies the entire agreement and understanding between the parties heretohereto with respect to this Placement, and supersedes all prior agreements and understandings, relating to the subject matter hereof, except for (i) the Engagement Letter, which shall remain binding and in full force and effect, subject hereof including but not limited to the terms Placement Agency Agreement dated November 5, 2020 by and conditions thereof, provided that to the extent that any terms or conditions of this Agreement conflict with or are inconsistent with the terms and conditions of the Engagement Letter, the terms and conditions of this Agreement shall govern and control and (ii) the Confidentiality Agreement, dated September 28, 2010, between the Company and Hxxxxx Securities, which shall remain binding and in full force and effectUnivest. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by both Hxxxxx Securities the Placement Agent and the Company. The representations, warranties, agreements and covenants contained herein shall survive the closing each Closing of the Placement and delivery and/or exercise of the Securities, as applicableShares. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party hereto and delivered to the other partyparty hereto, it being understood that both parties hereto need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.