Common use of Exculpation of the Placement Agent Clause in Contracts

Exculpation of the Placement Agent. Each Party hereto agrees for the express benefit of the Placement Agent and its Affiliates and representatives that: (a) The Placement Agent and its Affiliates and representatives (i) have no duties or obligations other than those specifically set forth herein or in that certain Engagement Letter by and between the Company and the Placement Agent, dated June 26, 2024 (the “Engagement Letter”); (ii) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iii) make no representation or warranty, and have no responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or in connection with any of the transactions contemplated hereby, including any offering or marketing materials; and (iv) shall not be liable (A) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them by this Agreement or any Transaction Document, or (B) for anything which any of them may do or refrain from doing in connection with this Agreement or any Transaction Document, except in each case for such person’s own gross negligence, willful misconduct or bad faith. (b) The Placement Agent and its Affiliates and representatives shall be entitled to (1) rely on, and shall be protected in acting upon, any certificate, instrument, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, and (2) be indemnified by the Company for acting as a Placement Agent hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agent. Each Party party hereto agrees for the express benefit of each of the Placement Agent and Agent, its Affiliates and representatives representatives, in connection with this Agreement and the other Transaction Documents, that: (a) The Neither JonesTrading Institutional Services LLC (the “Placement Agent and Agent”) nor any of its Affiliates and or any of its representatives (i1) have no has any duties or obligations other than those specifically set forth herein herein, in the engagement letter, dated as December 8, 2023 among the Company and the Placement Agent (the “Engagement Letter”) or in that certain Engagement Letter the Placement Agency Agreement, dated as of January 19, 2024, by and between the Company and the Placement Agent, dated June 26, 2024 (the “Engagement Letter”); (ii2) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iii3) make no makes any representation or warranty, and have no or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the Transaction Documents or in connection with any of the transactions contemplated hereby, including any offering hereby or marketing materialsthereby; and or (iv4) shall not be liable (Ax) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them it by this Agreement or any Transaction Document, Document or (By) for anything which any of them may do or refrain from doing in connection with this Agreement or any Transaction Document, except in each case for such personparty’s own gross negligence, willful misconduct or bad faith. (b) The Placement Agent and Agent, its Affiliates and representatives shall be entitled to (1) rely on, and shall be protected in acting upon, any certificate, instrument, opinion, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, (2) rely on the representations and warranties of the Company and the Purchaser as set forth in Sections 3 and 4 hereto and (23) be indemnified by the Company for acting as a Placement Agent Agent, respectively, hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agent. Each Party party hereto agrees for the express benefit of each of the Placement Agent and Agent, its Affiliates and representatives representatives, in connection with this Agreement and the other Transaction Documents, that: (a) The Neither JonesTrading Institutional Services LLC (the “Placement Agent and Agent”) nor any of its Affiliates and or any of its representatives (i1) have no has any duties or obligations other than those specifically set forth herein or in that certain the engagement letter, dated as January 9, 2024 among the Company and the Placement Agent (the “Engagement Letter Letter”) or in the Placement Agency Agreement, dated as of the date hereof, by and between the Company and the Placement Agent, dated June 26, 2024 (the “Engagement Letter”); (ii2) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iii3) make no makes any representation or warranty, and have no or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the Transaction Documents or in connection with any of the transactions contemplated hereby, including any offering hereby or marketing materialsthereby; and or (iv4) shall not be liable (Ax) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them it by this Agreement or any Transaction Document, Document or (By) for anything which any of them may do or refrain from doing in connection with this Agreement or any Transaction Document, except in each case for such personparty’s own gross negligence, willful misconduct or bad faith. (b) The Placement Agent and Agent, its Affiliates and representatives shall be entitled to (1) rely on, and shall be protected in acting upon, any certificate, instrument, opinion, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, (2) rely on the representations and warranties of the Company and the Purchaser as set forth in Sections 3 and 4 hereto and (23) be indemnified by the Company for acting as a Placement Agent Agent, respectively, hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agent. Each Party party to this Agreement hereto agrees for the express benefit of the Placement Agent and Agent, its Affiliates and their representatives that: (a) The Placement Agent is acting as placement agent for the Company solely in connection with the sale of the Purchased Securities and is not acting in any other capacity and is not and shall not be construed as a fiduciary for any Purchaser, or any other person or entity in connection with the sale of Purchased Securities. (b) Neither the Placement Agent nor any of its Affiliates and or any of their respective representatives (i) have no has any duties or obligations other than those specifically and expressly set forth herein or herein, in that certain Engagement Letter by and any applicable engagement letter between the Company and the Placement Agent, dated June 26, 2024 Agent (the “Engagement Letter”)) or in the Placement Agency Agreement; (ii) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iii) has made or will make no any representation or warranty, express or implied, of any kind or character, and have no has not provided any recommendation in connection with the purchase or sale of the Purchased Securities; (iv) has any responsibilities as to the validity, accuracy, completeness, value or genuineness genuineness, as of any date, of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the other Transaction Documents, or in connection with any of the transactions contemplated hereby, including any offering by such agreements; or marketing materials; and (ivv) shall not be liable or have any obligation (including, without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by any Purchaser, the Company or any other Person or entity), whether in contract, tort or otherwise to any Purchaser or to any person claiming through such Purchaser, (A) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them it by this Agreement or any other Transaction Document, or (B) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction Document, or (C) for anything otherwise in connection with the purchase and sale of the Purchased Securities or the issuance of the Warrant Shares, except in each case for such personparty’s own gross negligence, negligence or willful misconduct or bad faithmisconduct. (bc) The Placement Agent and Agent, its respective Affiliates and their respective representatives shall be entitled to (1i) rely on, and shall be protected in acting upon, any certificate, instrument, opinion, notice, letter or any other document or security delivered to any of them by or on behalf of the CompanyCompany or any Purchaser, including the representations made by the Company and the Purchasers herein, and (2ii) be indemnified by the Company for acting as a Placement Agent placement agent to the Company in connection with the sale of the Purchased Securities being sold hereunder pursuant to the indemnification provisions set forth in the Engagement LetterLetter and the Placement Agency Agreement.

Exculpation of the Placement Agent. Each Party party hereto agrees for the express benefit of each of the Placement Agent and Agent, its Affiliates and representatives that: (a) The Neither Xxxxxxxxx LLC (the “Placement Agent and Agent”) nor any of its Affiliates and or any of its representatives (i1) have no has any duties or obligations other than those specifically set forth herein or in that certain Engagement Letter by and between the engagement letter, dated as of August 3, 2022, among the Company and the Placement Agent, dated June 26, 2024 Xxxxxxxxx LLC (the “Engagement Letter”); (ii2) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iii3) make no makes any representation or warranty, and have no or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the Transaction Documents or in connection with any of the transactions contemplated hereby, including any offering hereby or marketing materialsthereby; and or (iv4) shall not be liable (Ax) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them it by this Agreement or any Transaction Document, Document or (By) for anything which any of them may do or refrain from doing in connection with this Agreement or any Transaction Document, except in each case for such personparty’s own gross negligence, willful misconduct or bad faith. (b) The Placement Agent and Agent, its Affiliates and representatives shall be entitled to (1) rely on, and shall be protected in acting upon, any certificate, instrument, opinion, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, and (2) be indemnified by the Company for acting as a Placement Agent Agent, respectively, hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agent. Each Party party hereto agrees for the express benefit of the Placement Agent Agent, its affiliates and its Affiliates and representatives that: (a) The Neither the Placement Agent and nor its Affiliates and affiliates or representatives (i) have no any duties or obligations other than those specifically set forth herein or in that certain Engagement Letter by and the engagement letter, dated as of September 17, 2024, between the Company and the Placement Agent, dated June 26, 2024 Agent (the “Engagement Letter”); (ii) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iii) make no any representation or warranty, and or have no any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the Transaction Documents or in connection with any of the transactions contemplated hereby, including any offering transactions; or marketing materials; and (iv) shall not be liable (A) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them it by this Agreement or any Transaction Document, Document or (B) for anything which any of them may do or refrain from doing in connection with this Agreement or any Transaction Document, except in each case for such personparty’s own fraud, gross negligence, willful misconduct or bad faith. (b) The Placement Agent Agent, its affiliates and its Affiliates and representatives shall be entitled to (1i) rely on, and shall be protected in acting upon, any certificate, instrument, opinion, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, and (2ii) be indemnified by the Company for acting as a Placement Agent Agent, hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agent. Each Party party acknowledges that it has read the notices attached hereto as Schedule 9.13 and hereto agrees for the express benefit of each of the Placement Agent Agent, their affiliates and its Affiliates and their representatives that: (a) The Neither the Placement Agent and its Affiliates and nor any of their affiliates or any of their representatives (i1) have no has any duties or obligations other than those specifically set forth herein or in that certain Engagement Letter by and the engagement letter, dated as of August 10, 2020, between the Company and the Placement Agent, dated June 26, 2024 Xxxxxxxxx LLC (the “Engagement Letter”); (ii2) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iii3) make no makes any representation or warranty, and have no or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the Transaction Documents or in connection with any of the transactions contemplated hereby, including any offering hereby and thereby; or marketing materials; and (iv4) shall not be liable (Ax) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them it by this Agreement or any Transaction Document, Document or (By) for anything which any of them may do or refrain from doing in connection with this Agreement or any Transaction Document, except in each case for such personparty’s own gross negligence, willful misconduct or bad faith. (b) The Placement Agent Agent, their affiliates and its Affiliates and their representatives shall be entitled to (1) rely on, and shall be protected in acting upon, any certificate, instrument, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, including the representations made by the Company and the Investors herein, and (2) be indemnified by the Company for acting as a the Placement Agent hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agent. Each Party party hereto agrees for the express benefit of the Placement Agent and its Affiliates and representatives that: (a) The Placement Agent and its Affiliates and representatives (i) have no duties or obligations other than those specifically set forth herein or in that certain Engagement Letter by and between the Company and the Placement Agent, dated June 26, 2024 (the “Engagement Letter”); (ii) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iii) make no representation or warranty, and have no responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or in connection with any of the transactions contemplated hereby, including any offering or marketing materials; and (iv) shall not be liable (A) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them by this Agreement or any Transaction Document, or (B) for anything which any of them may lawfully do or refrain from doing in connection with this Agreement or any Transaction Document, except in each case for such personPerson’s own gross negligence, willful misconduct or bad faith. (b) The Placement Agent and its Affiliates and representatives shall be entitled to (1) rely on, and shall be protected in acting upon, any certificate, instrument, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, and (2) be indemnified by the Company for acting as a Placement Agent hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agent. Each Party party hereto agrees for the express benefit of the Placement Agent and Agent, its Affiliates and its representatives that: (a) The Placement Agent is acting as placement agent for the Company solely in connection with the Transaction and the transactions contemplated by the Transaction Documents and is not acting in any other capacity and is not and shall not be construed as a fiduciary for the Investor, or any other person or entity in connection with the sale of Shares. (b) Neither the Placement Agent nor any of its Affiliates and or any of its respective representatives (i) have no duties or obligations other than those specifically set forth herein or in that certain Engagement Letter by and between the Company and the Placement Agent, dated June 26, 2024 (the “Engagement Letter”); (ii) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iiiii) has made or will make no any representation or warranty, express or implied, of any kind or character, and have no has not provided any recommendation in connection with the purchase or sale of the Shares; (iii) has any responsibilities as to the validity, accuracy, completeness, value or genuineness genuineness, as of any date, of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement Agreement, the other Transaction Documents, or in connection with any of the transactions contemplated hereby, including any offering by such agreements; or marketing materials; and (iv) shall not be liable or have any obligation (including, without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by any Investor, the Company or any other Investor or entity), whether in contract, tort or otherwise to any Investor or to any person claiming through such Investor, (A) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them it by this Agreement or Agreement, any other Transaction Document, or (B) for anything which any of them may do or refrain from doing in connection with this Agreement or Agreement, any other Transaction Document, or (C) for anything otherwise in connection with the purchase and sale of the Shares, except in each case for such personparty’s own gross negligence, negligence or willful misconduct or bad faithmisconduct. (b) The Placement Agent and its Affiliates and representatives shall be entitled to (1) rely on, and shall be protected in acting upon, any certificate, instrument, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, and (2) be indemnified by the Company for acting as a Placement Agent hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agent. Each Party party hereto agrees for the express benefit of the Placement Placements Agent and its Affiliates affiliates and representatives that: (ai) The none of the Placement Agent and Agent, its Affiliates and affiliates or any of its representatives (i1) have no has any duties or obligations other than those specifically set forth herein or in that certain the engagement letter, dated as of February 24, 2021 (the “Engagement Letter by and Letter”), between the Company and the Placement Agent, dated June 26, 2024 (the “Engagement Letter”); (ii2) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iii3) make no makes any representation or warranty, and have no or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the Transaction Documents or in connection with any of the transactions contemplated hereby, including any offering hereby and thereby; or marketing materials; and (iv4) shall not be liable (Ax) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them it by this Agreement or any Transaction Document, Document or (By) for anything which any of them may do or refrain from doing in connection with this Agreement or any Transaction Document, except in each case for such personparty’s own gross negligence, willful misconduct or bad faith. (bii) The Placement Agent Agent, its affiliates and its Affiliates and representatives shall be entitled to (1) rely on, and shall be protected in acting upon, any certificate, instrument, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, and (2) be indemnified by the Company for acting as a the Placement Agent hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agent. Each Party party hereto agrees for the express benefit of the Placement Agent Agent, its affiliates and its Affiliates and their respective representatives that: (a) The Neither the Placement Agent and nor any of its Affiliates and affiliates or any of their respective representatives (i) have no has any duties or obligations other than those specifically set forth herein or in that certain Engagement Letter by and the engagement letter between the Company and the Placement Agent, dated June 26, 2024 Agent (the “Engagement Letter”); (ii) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iii) make no makes any representation or warranty, and have no or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the Transaction Documents or in connection with any of the transactions contemplated hereby, including any offering hereby and thereby; or marketing materials; and (iv) shall not be liable (Ax) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them it by this Agreement or any Transaction Document, Document or (By) for anything which any of them may do or refrain from doing in connection with this Agreement or any Transaction Document, except in each case for such personparty’s own gross negligence, negligence or willful misconduct or bad faithmisconduct. (b) The Placement Agent Agent, its affiliates and its Affiliates and their respective representatives shall be entitled to (1i) rely on, and shall be protected in acting upon, any certificate, instrument, opinion, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, including the representations made by the Company and the Purchasers herein, and (2ii) be indemnified by the Company for acting as a the Placement Agent hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agent. Each Party party hereto agrees for the express benefit of the Placement Agent and its Affiliates and representatives that: (a) The Placement Agent and its Affiliates and representatives (i) have no duties or obligations other than those specifically set forth herein or in that certain Engagement Letter by and between the Company and the Placement Agent, dated June 26, 2024 (the “Engagement Letter”); (ii) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iii) make no representation or warranty, and have no responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or in connection with any of the transactions contemplated hereby, including any offering or marketing materials; and (iv) shall not be liable (A) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them by this Agreement or any Transaction DocumentAgreement, or (B) for anything which any of them may do or refrain from doing in connection with this Agreement or any Transaction DocumentAgreement, except in each case for such personPerson’s own gross negligence, willful misconduct or bad faith. (b) The Placement Agent and its Affiliates and representatives shall be entitled to (1) rely on, and shall be protected in acting upon, any certificate, instrument, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, and (2) be indemnified by the Company for acting as a Placement Agent hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agent. Each Party party hereto agrees for the express benefit of the Placement Agent and Agent, its Affiliates and its representatives that: (a) The Placement Agent is acting as placement agent for the Company solely in connection with the sale of the Securities and is not acting in any other capacity and is not and shall not be construed as a fiduciary for any Purchaser, or any other person or entity in connection with the sale of Securities. (b) Neither the Placement Agent nor any of its Affiliates and or representatives (i) have no duties or obligations other than those specifically set forth herein or in that certain Engagement Letter by and between the Company and the Placement Agent, dated June 26, 2024 (the “Engagement Letter”); (ii) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iiiii) has made or will make no any representation or warranty, express or implied, of any kind or character, and have no has not provided any recommendation in connection with the purchase or sale of the Securities; (iii) has any responsibilities as to the validity, accuracy, completeness, value or genuineness genuineness, as of any date, of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement Agreement, the other Transaction Documents or the Merger Agreement, or in connection with any of the transactions contemplated hereby, including any offering or marketing materialsby such agreements; and (iv) shall not be liable or have any obligation (including, without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by any Purchaser, the Company or any other Person or entity), whether in contract, tort or otherwise to any Purchaser or to any person claiming through such Purchaser, (A) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them it by this Agreement Agreement, any other Transaction Document or any Transaction Documentthe Merger Agreement, or (B) for anything which any of them may do or refrain from doing in connection with this Agreement Agreement, any other Transaction Document or any Transaction Documentthe Merger Agreement, or (C) for anything otherwise in connection with the purchase and sale of the Securities or the issuance of the Conversion Shares, except in each case for such personparty’s own gross negligence, negligence or willful misconduct or bad faithmisconduct. (b) The Placement Agent and its Affiliates and representatives shall be entitled to (1) rely on, and shall be protected in acting upon, any certificate, instrument, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, and (2) be indemnified by the Company for acting as a Placement Agent hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agent. Each Party party hereto agrees for the express benefit of the Placement Placements Agent and its Affiliates affiliates and representatives that: (ai) The none of the Placement Agent and Agent, its Affiliates and affiliates or any of its representatives (i1) have no has any duties or obligations other than those specifically set forth herein or in that certain the engagement letter, dated as of February 20, 2020 (the “Engagement Letter by and Letter”), between the Company and the Placement Agent, dated June 26, 2024 (the “Engagement Letter”); (ii2) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iii3) make no makes any representation or warranty, and have no or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the Transaction Documents or in connection with any of the transactions contemplated hereby, including any offering hereby and thereby; or marketing materials; and (iv4) shall not be liable (Ax) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them it by this Agreement or any Transaction Document, Document or (By) for anything which any of them may do or refrain from doing in connection with this Agreement or any Transaction Document, except in each case for such personparty’s own gross negligence, willful misconduct or bad faith. (bii) The Placement Agent Agent, its affiliates and its Affiliates and representatives shall be entitled to (1) rely on, and shall be protected in acting upon, any certificate, instrument, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, and (2) be indemnified by the Company for acting as a the Placement Agent hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agent. Each Party party hereto agrees for the express benefit of the Placement Agent and its Affiliates and representatives that: (a) The Placement Agent and its Affiliates and representatives (i) have no duties or obligations other than those specifically set forth herein or in that certain Engagement Letter by and between the Company and the Placement Agent, dated June 26, 2024 (the “Engagement Letter”); (ii) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iii) make no representation or warranty, and have no responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or in connection with any of the transactions contemplated hereby, including any offering or marketing materials; and (iv) shall not be liable (A) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them by this Agreement or any Transaction DocumentAgreement, or (B) for anything which any of them may do or refrain from doing in connection with this Agreement or any Transaction DocumentAgreement, except in each case for such personPerson’s own gross negligence, willful misconduct or bad faith. (b) The Placement Agent and its Affiliates and representatives shall be entitled to (1i) rely on, and shall be protected in acting upon, any certificate, instrument, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, and (2ii) be indemnified by the Company for acting as a Placement Agent hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agent. Each Party party hereto agrees for the express benefit of the Placement Agent Agent, its affiliates and its Affiliates and representatives that: (a) The Neither the Placement Agent and nor its Affiliates and affiliates or representatives (i) have no any duties or obligations other than those specifically set forth herein or in that certain Engagement Letter by and between the engagement letter, dated as of November 10, 2023, among the Company and the Placement Agent, dated June 26, 2024 Agent (the “Engagement Letter”); (ii) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iii) make no any representation or warranty, and or have no any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the Transaction Documents or in connection with any of the transactions contemplated hereby, including any offering transactions; or marketing materials; and (iv) shall not be liable (A) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them it by this Agreement or any Transaction Document, Document or (B) for anything which any of them may do or refrain from doing in connection with this Agreement or any Transaction Document, except in each case for such personparty’s own fraud, gross negligence, willful misconduct or bad faith. (b) The Placement Agent Agent, its affiliates and its Affiliates and representatives shall be entitled to (1i) rely on, and shall be protected in acting upon, any certificate, instrument, opinion, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, and (2ii) be indemnified by the Company for acting as a Placement Agent Agent, hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agent. Each Party party hereto agrees for the express benefit of the Placement Agent and Agent, its Affiliates and its representatives that: (a) The none of the Placement Agent and Agent, its Affiliates and representatives or any of its representatives: (i) have no has any duties or obligations other than those specifically set forth herein or in that certain Engagement Letter by and between the Company and the Placement Agentengagement letter, dated June 26as of May 22, 2024 (the “Engagement Letter”), between the Company and the Placement Agent; (ii) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iii) make no has made any representation or warranty, whether express or implied, of any kind or character and have no has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the Transaction Documents or in connection with any of the transactions contemplated hereby, including any offering hereby and thereby; or marketing materials; and (iv) shall not be liable (Ax) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them it by this Agreement or any Transaction Document, Document or (By) for anything which any of them may do or refrain from doing in connection with this Agreement or any Transaction Document, except except, in each case in this clause (iv), for such personparty’s own gross negligence, willful misconduct or bad faith. (b) The Placement Agent and its Affiliates and representatives shall be entitled to (1i) rely on, and shall be protected in acting upon, any certificate, instrument, opinion, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, and (2ii) be indemnified by the Company for acting as a the Placement Agent hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agent. Each Party party hereto agrees for the express benefit of the Placement Agent Agent, its affiliates and its Affiliates and representatives that: (a) The Neither the Placement Agent and nor any of its Affiliates and affiliates or any of its representatives (i1) have no has any duties or obligations other than those specifically set forth herein or in that certain Engagement Letter by and the engagement letter, dated as of October 28, 2020, between the Company and the Placement Agent, dated June 26, 2024 Xxxxx Xxxxxxx & Co. (the “Engagement Letter”); (ii2) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iii3) make no makes any representation or warranty, and have no or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the Transaction Documents or in connection with any of the transactions contemplated hereby, including any offering hereby and thereby; or marketing materials; and (iv4) shall not be liable (Ax) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them it by this Agreement or any Transaction Document, Document or (By) for anything which any of them may do or refrain from doing in connection with this Agreement or any Transaction Document, except in each case for such personparty’s own gross negligence, negligence or willful misconduct or bad faithmisconduct. (b) The Placement Agent Agent, its affiliates and its Affiliates and representatives shall be entitled to (1) rely on, and shall be protected in acting upon, any certificate, instrument, opinion, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, including the representations made by the Company and the Purchasers herein, and (2) be indemnified by the Company for acting as a the Placement Agent hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agent. Each Party party hereto agrees for the express benefit of the Placement Placements Agent and its Affiliates and representatives that: (ai) The neither the Placement Agent and nor any of its Affiliates and or any of its representatives (i1) have no has any duties or obligations other than those specifically set forth herein or in that certain Engagement Letter by and the engagement letter, dated March 24, 2024, between the Company and the Placement AgentBofA Securities, dated June 26, 2024 Inc. (the “Engagement Letter”); (ii2) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iii3) make no makes any representation or warranty, and have no or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement the Transaction Documents or in connection with any of the transactions contemplated hereby, including any offering hereby and thereby; or marketing materials; and (iv4) shall not be liable (Ax) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them it by this Agreement or any Transaction Document, Document or (By) for anything which any of them may do or refrain from doing in connection with this Agreement or any Transaction Document, except in each case for such personparty’s own gross negligence, willful misconduct or bad faith.; and (bii) The the Placement Agent and Agent, its Affiliates and its representatives shall be entitled to (1) rely on, and shall be protected in acting upon, any certificate, instrument, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, and (2) be indemnified by the Company for acting as a the Placement Agent hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agent. Each Party hereto agrees for party acknowledges that it has read the notice available at hxxx://xxx.xxxxxxxxx.xxx/XXXXxxxx/Jxxxxxxxx.xxx/files/Reg%20A%20and%20D%20Disclosure%207_2014(1).pdf. For the express benefit of the Placement Agent and its Affiliates and representatives that: (ai) The Neither the Placement Agent and nor any of its Affiliates and or representatives (i1) have no has any duties or obligations other than those specifically set forth herein or in that certain Engagement Letter by and the engagement letter, dated as of July 16, 2020, between the Company and the Placement Agent, dated June 26, 2024 Agent (the “Engagement Letter”); (ii2) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iii3) make no makes any representation or warranty, and have no or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement the Transaction Documents or in connection with any of the transactions contemplated hereby, including any offering therein; or marketing materials; and (iv4) shall not be liable (Ax) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them it by this Agreement or any the Transaction Document, Documents or (By) for anything which any of them may do or refrain from doing in connection with this Agreement or any the Transaction Document, except in each case for such personparty’s own gross negligence, willful misconduct or bad faith. (bii) The Placement Agent and its Affiliates and representatives shall be entitled to (1) rely on, and shall be protected in acting upon, any certificate, instrument, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, Company and (2) be indemnified by the Company for acting as a the Placement Agent hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agent. Each Party party hereto agrees for the express benefit of the Placement Placements Agent and its Affiliates and representatives that: (ai) The neither the Placement Agent and nor any of its Affiliates and or any of its representatives (i1) have no has any duties or obligations other than those specifically set forth herein or in that certain Engagement Letter by and the engagement letter, dated February 20, 2024, between the Company and the Placement AgentBofA Securities, dated June 26, 2024 Inc. (the “Engagement Letter”); (ii2) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iii3) make no makes any representation or warranty, and have no or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the other Transaction Documents or in connection with any of the transactions contemplated hereby, including any offering hereby and thereby; or marketing materials; and (iv4) shall not be liable (Ax) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them it by this Agreement or any Transaction Document, Document or (By) for anything which any of them may do or refrain from doing in connection with this Agreement or any Transaction Document, except in each case for such personparty’s own gross negligence, willful misconduct or bad faith.; and (bii) The the Placement Agent and Agent, its Affiliates and its representatives shall be entitled to (1) rely on, and shall be protected in acting upon, any certificate, instrument, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, and (2) be indemnified by the Company for acting as a the Placement Agent hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agent. Each Party party hereto agrees for the express benefit of the Placement Placements Agent and its Affiliates and representatives that: (a) The none of the Placement Agent and Agent, its Affiliates and representatives or any of its representatives: (i) have no has any duties or obligations other than those specifically set forth herein or in that certain the engagement letter, dated as of December 21, 2023 (the “Engagement Letter by and Letter”), between the Company and the Placement Agent, dated June 26, 2024 (the “Engagement Letter”); (ii) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iii) make no makes any representation or warranty, and have no or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the Transaction Documents or in connection with any of the transactions contemplated hereby, including any offering hereby and thereby; or marketing materials; and (iv) shall not be liable (Ax) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them it by this Agreement or any Transaction Document, Document or (By) for anything which any of them may do or refrain from doing in connection with this Agreement or any Transaction Document, except except, in each case in this clause (iv), for such personparty’s own gross negligence, willful misconduct or bad faith. (b) The Placement Agent and its Affiliates and representatives shall be entitled to (1i) rely on, and shall be protected in acting upon, any certificate, instrument, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, and (2ii) be indemnified by the Company for acting as a the Placement Agent Agents hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agent. Each Party party hereto agrees for the express benefit of the Placement Agent and Agent, its Affiliates and their representatives that: (a) The Placement Agent is acting as placement agent for the Company solely in connection with the sale of the Securities and is not acting in any other capacity and is not and shall not be construed as a fiduciary for any Purchaser, or any other person or entity in connection with the sale of Securities. (b) Neither the Placement Agent nor any of its Affiliates and or any of their respective representatives (i) have no duties or obligations other than those specifically set forth herein or in that certain Engagement Letter by and between the Company and the Placement Agent, dated June 26, 2024 (the “Engagement Letter”); (ii) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iiiii) has made or will make no any representation or warranty, express or implied, of any kind or character, and have no has not provided any recommendation in connection with the purchase or sale of the Securities; (iii) has any responsibilities as to the validity, accuracy, completeness, value or genuineness genuineness, as of any date, of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement Agreement, the other Transaction Documents or the Merger Agreement, or in connection with any of the transactions contemplated hereby, including any offering or marketing materialsby such agreements; and (iv) shall not be liable or have any obligation (including, without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by any Purchaser, the Company or any other Person or entity), whether in contract, tort or otherwise to any Purchaser or to any person claiming through such Purchaser, (A) for any action taken, suffered or omitted by any of them it in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them it by this Agreement Agreement, any other Transaction Document or any Transaction Documentthe Merger Agreement, or (B) for anything which any of them it may do or refrain from doing in connection with this Agreement Agreement, any other Transaction Document or any Transaction Documentthe Merger Agreement, or (C) for anything otherwise in connection with the purchase and sale of the Securities or the issuance of the Derivative Shares, except in each case for such personparty’s own gross negligence, negligence or willful misconduct or bad faithmisconduct. (b) The Placement Agent and its Affiliates and representatives shall be entitled to (1) rely on, and shall be protected in acting upon, any certificate, instrument, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, and (2) be indemnified by the Company for acting as a Placement Agent hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agent. Each Party party acknowledges that it has read the notice available at xxxx://xxx.xxxxxxxxx.xxx/CMSFiles/Xxxxxxxxx.xxx/files/Reg%20A%20and%20D%20Disclosure%207_2014(1).pdf and hereto agrees for the express benefit of each of the Placement Agent Placements Agents, their affiliates and its Affiliates and their representatives that: (ai) The Neither the Placement Agent and nor any of its Affiliates and affiliates or any of their representatives (i1) have no has any duties or obligations other than those specifically set forth herein or in that certain Engagement Letter by and between the Company and the Placement Agentengagement letter, dated June 26as of December 23, 2024 2019, between Liquidia and Xxxxxxxxx LLC (the “Engagement Letter”); (ii2) shall not be liable for any improper payment made in accordance with the information provided by the CompanyLiquidia; (iii3) make no makes any representation or warranty, and have no or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company Liquidia pursuant to this Agreement or the Transaction Documents or in connection with any of the transactions contemplated hereby, including any offering hereby and thereby; or marketing materials; and (iv4) shall not be liable (Ax) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them it by this Agreement or any Transaction Document, Document or (By) for anything which any of them may do or refrain from doing in connection with this Agreement or any Transaction Document, except in each case for such personparty’s own gross negligence, willful misconduct or bad faith. (bii) The Placement Agent Agent, its affiliates and its Affiliates and their representatives shall be entitled to (1) rely on, and shall be protected in acting upon, any certificate, instrument, notice, letter or any other document or security delivered to any of them by or on behalf of the CompanyLiquidia, and (2) be indemnified by the Company Liquidia for acting as a the Placement Agent hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agent. Each Party party acknowledges that it has read the notice attached hereto as Exhibit B and hereto agrees for the express benefit of the Placement Agent Agent, its affiliates and its Affiliates and representatives that: (a) The Neither the Placement Agent and nor any of its Affiliates and affiliates or any of its representatives (i1) have no has any duties or obligations other than those specifically set forth herein or in that certain Engagement Letter by and between the Company and the Placement Agentengagement letter, dated June 26as of September 29, 2024 2020, between Yumanity Therapeutics, Inc. and Xxxxxxxxx LLC (the “Engagement Letter”); (ii2) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iii3) make no makes any representation or warranty, and have no or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the Transaction Documents or in connection with any of the transactions contemplated hereby, including any offering hereby and thereby; or marketing materials; and (iv4) shall not be liable (Ax) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them it by this Agreement or any Transaction Document, Document or (By) for anything which any of them may do or refrain from doing in connection with this Agreement or any Transaction Document, except in each case for such personparty’s own gross negligence, negligence or willful misconduct or bad faithmisconduct. (b) The Placement Agent Agent, its affiliates and its Affiliates and representatives shall be entitled to (1) rely on, and shall be protected in acting upon, any certificate, instrument, opinion, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, including the representations made by the Company and the Purchasers herein, and (2) be indemnified by the Company for acting as a the Placement Agent hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agent. Each Party party hereto agrees for the express benefit of the Placement Agent and Agent, its Affiliates and its representatives that: (a) The Placement Agent is acting as placement agent for the Company solely in connection with the Investment and the transactions contemplated by the Transaction Documents and is not acting in any other capacity and is not and shall not be construed as a fiduciary for the parties hereto, or any other person or entity in connection with the transactions contemplated hereby. (b) Neither the Placement Agent nor any of its Affiliates and or any of its respective representatives (i) have no duties or obligations other than those specifically set forth herein or in that certain Engagement Letter by and between the Company and the Placement Agent, dated June 26, 2024 (the “Engagement Letter”); (ii) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iiiii) has made or will make no any representation or warranty, express or implied, of any kind or character, and have no has not provided any recommendation in connection with the transactions contemplated hereby; (iii) has any responsibilities as to the validity, accuracy, completeness, value or genuineness genuineness, as of any date, of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement Agreement, the other Transaction Documents, or in connection with any of the transactions contemplated hereby, including any offering by such agreements; or marketing materials; and (iv) shall not be liable or have any obligation (including, without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by any party hereto), whether in contract, tort or otherwise to any Investor or Shareholder or to any person claiming through such Investor or Shareholder, (A) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them it by this Agreement or Agreement, any other Transaction Document, or (B) for anything which any of them may do or refrain from doing in connection with this Agreement or Agreement, any other Transaction Document, or (C) for anything otherwise in connection with the transactions contemplated hereby, except in each case for such personparty’s own gross negligence, negligence or willful misconduct or bad faithmisconduct. (b) The Placement Agent and its Affiliates and representatives shall be entitled to (1) rely on, and shall be protected in acting upon, any certificate, instrument, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, and (2) be indemnified by the Company for acting as a Placement Agent hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.