Common use of Exculpation of the Placement Agents Clause in Contracts

Exculpation of the Placement Agents. Each party hereto agrees, for the express benefit of the Placement Agents, their respective affiliates and their respective representatives, that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither of the Placement Agents nor any of their respective affiliates or any of their respective representatives (i) shall be liable for any improper payment made in accordance with the information provided by the Company; (ii) makes any representation or warranty, 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 by this Agreement or the other Transaction Documents, including any offering or marketing materials; or (iii) shall be liable (x) 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 other Transaction Document or (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction Document, except for such party’s own gross negligence, willful misconduct or bad faith. (b) Each of the Placement Agents, their respective affiliates and their respective representatives shall be entitled to 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.

Exculpation of the Placement Agents. Each party hereto agrees, agrees for the express benefit of the Placement Agents, their respective affiliates Agents and their respective representatives, Affiliates and representatives that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither of the The Placement Agents nor any of and their respective affiliates or any of their respective Affiliates and representatives (i) have no duties or obligations other than those specifically set forth herein or in their respective Engagement Letters; (ii) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iiiii) makes any make no representation or warranty, or has any 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 the other Transaction Documents or in connection with any of the transactions contemplated by this Agreement or the other Transaction Documentshereby, including any offering or marketing materials; or and (iiiiv) shall not be liable (xA) 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 other Transaction Document Document, or (yB) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction Document, except in each case for such partyPerson’s own gross negligence, willful misconduct or bad faith. (b) Each of the The Placement Agents, their respective affiliates Agents and their respective 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 hereunder pursuant to the indemnification provisions set forth in their respective Engagement Letters.

Exculpation of the Placement Agents. Each party hereto agrees, agrees for the express benefit of the Placement Agents, their respective affiliates Agents and their respective representatives, Affiliates and representatives that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither of the The Placement Agents nor any of and their respective affiliates or any of their respective Affiliates and representatives (i) have no duties or obligations other than those specifically set forth herein or in their respective Engagement Letters; (ii) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iiiii) makes any make no representation or warranty, or has any 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 the other Transaction Documents or in connection with any of the transactions contemplated by this Agreement or the other Transaction Documents, including any offering or marketing materialshereby; or and (iiiiv) shall not be liable (xA) 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 other Transaction Document Agreement, or (yB) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction DocumentAgreement, except in each case for such partyPerson’s own gross negligence, willful misconduct or bad faith. (b) Each of the The Placement Agents, their respective affiliates Agents and their respective 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 hereunder pursuant to the indemnification provisions set forth in their respective Engagement Letters.

Exculpation of the Placement Agents. Each party hereto agrees, agrees for the express benefit of the Placement Agents, their respective affiliates Affiliates and their respective representatives, representatives that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither Each 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) None of the Placement Agents nor any of their respective affiliates Affiliates or any of their respective representatives (i) shall be liable for any improper payment made in accordance with the information provided by the Company; (ii) makes has made or will make any representation or warranty, express or implied, of any kind or character, and 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 or Agreement, the other Transaction Documents Documents, or in connection with any of the transactions contemplated by this Agreement or the other Transaction Documents, including any offering or marketing materialssuch agreements; or (iiiiv) shall be liable or have any obligation (xincluding, 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 Agreement, any other Transaction Document or Document, (yB) 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 Securities or the issuance of the Conversion Shares, except in each case for such party’s own gross negligence, negligence or willful misconduct or bad faithmisconduct. (b) Each of the Placement Agents, their respective affiliates and their respective representatives shall be entitled to 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.

Exculpation of the Placement Agents. Each party hereto agrees, agrees for the express benefit of the Placement Agents, their respective affiliates and their respective representatives, representatives that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither None of the Placement Agents nor any of Agents, their respective affiliates or any of their respective representatives representatives: (i) have any duties or obligations under this Agreement; (ii) shall be liable for any improper payment made in accordance with this Agreement and the information provided herein by the Company; (iiiii) makes make any representation or warranty, or has have 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 by this Agreement or the other Transaction Documents, including any offering or marketing materialsAgreement; or (iiiiv) shall be liable (x) 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 (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction DocumentAgreement, except for such party’s own gross negligence, negligence or willful misconduct or bad faithrequired by law. (b) Each of the The Placement Agents, their respective affiliates and their respective 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 CompanyCompany and (2) be indemnified by the Company for acting as Placement Agent hereunder pursuant the indemnification provisions set forth in the Placement Agency Agreement.

Exculpation of the Placement Agents. Each party hereto agrees, agrees for the express benefit of the Placement Agents, their respective affiliates and their respective representatives, representatives that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither of the Placement Agents nor any of their respective affiliates or any of their respective representatives (i) has any duties or obligations other than those specifically set forth herein or in the Engagement Letters between the Company and the Placement Agents (the “Engagement Letters”); (ii) shall be liable for any improper payment made in accordance with the information provided by the Company; (iiiii) makes any representation or warranty, 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 by this Agreement or the other Transaction Documents, including any offering or marketing materials; or (iiiiv) shall be liable (x) 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 (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction Document, except for such party’s own gross negligence, willful misconduct or bad faith. (b) Each of the Placement Agents, their respective affiliates and their respective representatives shall be entitled to (i) 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 (ii) be indemnified by the Company for acting as the Placement Agents hereunder pursuant the indemnification provisions set forth in the Engagement Letters.

Exculpation of the Placement Agents. Each party hereto agrees, agrees for the express benefit of the Placement Agents, their respective affiliates Affiliates and their respective representatives, representatives that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither Each 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) None of the Placement Agents nor any of their respective affiliates Affiliates or any of their respective representatives (i) shall be liable for any improper payment made in accordance with the information provided by the Company; (ii) makes has made or will make any representation or warranty, express or implied, of any kind or character, and 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 or Agreement, the other Transaction Documents or the Merger Agreement, or in connection with any of the transactions contemplated by this Agreement or the other Transaction Documents, including any offering or marketing materialssuch agreements; or (iiiiv) shall be liable or have any obligation (xincluding, 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 Agreement, any other Transaction Document or the Merger Agreement, (yB) for anything which any of them may do or refrain from doing in connection with this Agreement or Agreement, any other Transaction DocumentDocument or the 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 party’s own gross negligence, negligence or willful misconduct or bad faithmisconduct. (b) Each of the Placement Agents, their respective affiliates and their respective representatives shall be entitled to 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.

Exculpation of the Placement Agents. Each party hereto agrees, agrees for the express benefit of the Placement Agents, their respective affiliates Affiliates and their respective representatives, representatives that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither Each Placement Agent is acting as placement agent for the Merger Partner 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) None of the Placement Agents nor any of their respective affiliates Affiliates or any of their respective representatives (i) shall be liable for any improper payment made in accordance with the information provided by the Company; (ii) makes has made or will make any representation or warranty, express or implied, of any kind or character, and 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 or Agreement, the other Transaction Documents Documents, or in connection with any of the transactions contemplated by this Agreement or the other Transaction Documents, including any offering or marketing materialssuch agreements; or (iiiiv) shall be liable or have any obligation (xincluding, 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 Agreement, any other Transaction Document or Document, (yB) 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 Securities, except in each case for such party’s own gross negligence, negligence or willful misconduct or bad faithmisconduct. (b) Each of the Placement Agents, their respective affiliates and their respective representatives shall be entitled to 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.

Exculpation of the Placement Agents. Each party hereto agrees, of the Company and Purchaser agrees for the express benefit of the Placement Agents, their respective affiliates and their respective representatives, representatives that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither None of the Placement Agents nor any of Agents, their respective affiliates or any of their respective representatives representatives: (i) have any duties or obligations under this Agreement; (ii) shall be liable for any improper payment made in accordance with this Agreement and the information provided herein by the Company; (iiiii) makes make any representation or warranty, or has have 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 by this Agreement or the other Transaction Documents, including any offering or marketing materialsAgreement; or (iiiiv) shall be liable (x) 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 (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction DocumentAgreement, except for such party’s own gross negligence, negligence or willful misconduct or bad faithrequired by law. (b) Each of the The Placement Agents, their respective affiliates and their respective representatives shall be entitled to 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.

Exculpation of the Placement Agents. Each party hereto agrees, agrees for the express benefit of each of the Placement Agents, their respective affiliates and their respective representatives, representatives that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither of the Placement Agents nor any of their respective affiliates or any of their respective representatives (i) has any duties or obligations other than those specifically set forth herein or in any applicable engagement letter between the Company and a Placement Agent (each, an “Engagement Letter”); (ii) shall be liable for any improper payment made in accordance with the information provided by the Company; (iiiii) makes any representation or warranty, 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 by this Agreement or the other Transaction Documents, including any offering or marketing materialshereby and thereby; or (iiiiv) shall be liable (x) 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 (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction Document, except for such party’s own gross negligence, negligence or willful misconduct or bad faithmisconduct. (b) Each of the The Placement Agents, their respective affiliates and their respective representatives shall be entitled to (i) 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 (ii) be indemnified by the Company for acting as a Placement Agent hereunder pursuant to the indemnification provisions set forth in their respective Engagement Letter.

Exculpation of the Placement Agents. Each party hereto agrees, agrees for the express benefit of the Placements Agents and their affiliates and representatives that: (i) none of the Placement Agents, their respective affiliates and their respective representatives, that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither of the Placement Agents nor any of their respective affiliates Affiliates or any of their respective representatives (i1) has any duties or obligations other than those specifically set forth herein or in their respective engagement letters, each dated as of December 20, 2019 (the “Engagement Letters”), between the Company and the respective Placement Agent; (2) shall be liable for any improper payment made in accordance with the information provided by the Company; (ii3) makes any representation or warranty, 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 by this Agreement or the other Transaction Documents, including any offering or marketing materialshereby and thereby; or (iii4) shall be liable (x) 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 (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction Document, except in each case for such party’s own gross negligence, willful misconduct or bad faith. (bii) Each of the The Placement Agents, their respective affiliates and their respective 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 placement agents hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agents. Each party hereto agrees, agrees for the express benefit of the Placement Agents, their respective affiliates Placements Agent and their respective representatives, Affiliates and representatives that, in connection with the Transaction Documents and the transactions contemplated thereby: (ai) Neither of neither the Placement Agents nor any of their respective affiliates Affiliates or any of their respective representatives (i1) has any duties or obligations other than those specifically set forth herein or in the engagement letter, dated December 17, 2023, between the Company and Citigroup Global Markets Inc. or in the engagement letter, dated December 16, 2023, between the Company and Cantor Xxxxxxxxxx & Co. (together, the “Engagement Letters”); (2) shall be liable for any improper payment made in accordance with the information provided by the Company; (ii3) makes any representation or warranty, 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 by this Agreement or the other Transaction Documents, including any offering or marketing materialshereby and thereby; or (iii4) shall be liable (x) 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 (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction Document, except in each case for such party’s own gross negligence, willful misconduct or bad faith. (bii) Each of the The Placement Agents, their respective affiliates Affiliates and their respective representatives shall be entitled to (1) rely on, and shall be protected in acting uponupon and, as applicable, be a third-party beneficiary of, (i) any certificate, instrument, opinion, notice, letter or any other document or security delivered to any of them by or on behalf of the CompanyCompany and (ii) any opinions delivered to each Investor in connection with this Agreement or any Transaction Document and (2) be indemnified by the Company for acting as the Placement Agents hereunder pursuant to the indemnification provisions set forth in the Engagement Letters.

Exculpation of the Placement Agents. Each party hereto agrees, for the express benefit of the Placement Agents, their respective affiliates and their respective representatives, that, in connection with the Transaction Documents this Subscription Agreement and the transactions contemplated thereby: (a) 6.10.1. Neither of the Placement Agents nor any of their respective affiliates or any of their respective representatives (i) shall be liable for any improper payment made in accordance with the information provided by the Company; (ii) makes make any representation or warranty, 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 Subscription Agreement or the other Transaction Documents or in connection with any of the transactions contemplated by this Subscription Agreement or the other Transaction Documents, including any offering or marketing materials; or (iii) shall be liable (x) 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 Subscription Agreement or any other Transaction Document or (y) for anything which any of them may do or refrain from doing in connection with this Subscription Agreement or any other Transaction Document, except for such party’s own gross negligence, willful misconduct or bad faith. (b) Each of the 6.10.2. The Placement Agents, their respective affiliates and their respective 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 Placement Agents hereunder pursuant to the indemnification provisions set forth in the engagement letters between the Company and the Placement Agents.

Exculpation of the Placement Agents. Each party hereto agrees, agrees for the express benefit of the Placement Agents, their respective affiliates Affiliates and their respective representatives, representatives that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither Each 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) None of the Placement Agents nor any of their respective affiliates Affiliates or any of their respective representatives (i) shall be liable for any improper payment made in accordance with the information provided by the Company; (ii) makes has made or will make any representation or warranty, express or implied, of any kind or character, and 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 or Agreement, the other Transaction Documents Documents, or in connection with any of the transactions contemplated by this Agreement or the other Transaction Documents, including any offering or marketing materialssuch agreements; or (iiiiv) shall be liable or have any obligation (xincluding, 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 Agreement, any other Transaction Document or Document, (yB) 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 Securities or the issuance of the Derivative Shares, except in each case for such party’s own gross negligence, negligence or willful misconduct or bad faithmisconduct. (b) Each of the Placement Agents, their respective affiliates and their respective representatives shall be entitled to 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.

Exculpation of the Placement Agents. Each party hereto agrees, agrees for the express benefit of the Placements Agents and their respective affiliates and representatives that: (a) none of the Placement Agents, their respective affiliates and their respective representatives, that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither of the Placement Agents nor any of their respective affiliates or any of their respective its representatives (i1) has any duties or obligations other than those specifically set forth herein or in the letter agreement, dated as February 4, 2021 (the “Letter Agreement”), between the Company and the Placement Agents; (2) shall be liable for any improper payment made in accordance with the information provided by the Company; (ii3) makes any representation or warranty, 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 by this Agreement or the other Transaction Documents, including any offering or marketing materialshereby and thereby; or (iii4) shall be liable (x) 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 (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction Document, except in each case for such party’s own gross negligence, willful misconduct or bad faith. (b) Each of the The Placement Agents, Agents and their respective affiliates and their respective 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 the Placement Agents hereunder pursuant to the indemnification provisions set forth in the Letter Agreement.

Exculpation of the Placement Agents. Each party hereto agrees, agrees for the express benefit of the Placements Agents and their respective Affiliates and representatives that: (a) none of the Placement Agents, their respective affiliates and their respective representatives, that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither of the Placement Agents nor any of their respective affiliates Affiliates or any of their respective representatives representatives: (i) has any duties or obligations other than those specifically set forth in the engagement letter, dated as of October 10, 2022 (the “Engagement Letter”), between the Company and the Placement Agents; (ii) shall be liable for any improper payment made in accordance with the information provided by the Company; (iiiii) makes any representation or warranty, 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 by this Agreement or the other Transaction Documents, including any offering or marketing materialshereby and thereby; or (iiiiv) shall be liable (x) 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 (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction Document, except except, in each case in this clause (iv), for such party’s own gross negligence, willful misconduct or bad faith. (b) Each of the The Placement Agents, their respective affiliates Agents and their respective Affiliates and representatives shall be entitled to (i) 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 (ii) be indemnified by the Company for acting as the Placement Agents hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agents. Each party hereto agrees, agrees for the express benefit of the Placement Agents, their respective affiliates its Affiliates and their respective representatives, its representatives that, : 10.01 Each Placement Agent is acting as placement agent for the Company solely in connection with the Transaction Documents 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 transactions contemplated thereby:sale of Securities. (a) 10.02 Neither of the Placement Agents nor any of their respective affiliates its Affiliates or any of their respective representatives (i) shall be liable for any improper payment made in accordance with the information provided by the Company; (ii) makes has made or will make any representation or warranty, express or implied, of any kind or character, and 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 or the other Transaction Documents Agreement, or in connection with any of the transactions contemplated by this Agreement or the other Transaction Documents, including any offering or marketing materialssuch agreement; or (iiiiv) shall be liable or have any obligation (xincluding 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 engagement letter between the Company and the Placement Agents related to the purchase and sale of the Securities, (yB) for anything which any of them may do or refrain from doing in connection with this Agreement Agreement, or any other Transaction Document, except (C) for such party’s own gross negligence, willful misconduct or bad faith. (b) Each anything otherwise in connection with the purchase and sale of the Placement Agents, their respective affiliates and their respective representatives shall be entitled to 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 CompanySecurities.

Exculpation of the Placement Agents. Each party to this Agreement acknowledges that it has read the notice attached hereto agrees, as Exhibit F and hereto agrees for the express benefit of the Placement Agents, their respective affiliates Affiliates and their respective representatives, representatives that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) The Placement Agents are acting as placement agents for the Company solely in connection with the sale of the Securities and are not acting in any other capacity and are not and shall not be construed as a fiduciary for any Purchaser, or any other person or entity in connection with the sale of the Securities. (b) Neither of the Placement Agents nor any of their respective affiliates Affiliates or any of their respective representatives (i) has any duties or obligations other than those specifically set forth in the engagement letter between the Company and the Placement Agents (the “Engagement Letter”); (ii) shall be liable for any improper payment made in accordance with the information provided by the Company; (iiiii) makes has made or will make any representation or warranty, express or implied, of any kind or character, and has not provided any advice or recommendation in connection with the purchase or sale of the 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 Agreement, or in connection with any of the transactions contemplated by this Agreement or the other Transaction DocumentsAgreement, including any valuation, offering or marketing materials, or any omissions from such materials; or (iiiv) shall 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, (x) 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 other Transaction Document or Agreement, (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction DocumentAgreement, except for such party’s own gross negligence, willful misconduct or bad faith, or (z) for anything otherwise in connection with the purchase and sale of the Securities. (bc) Each of the The Placement Agents, their respective affiliates Affiliates and their respective representatives shall be entitled to (i) 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 (ii) be indemnified by the Company for acting as Placement Agents hereunder pursuant the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agents. Each party hereto agrees, agrees for the express benefit of the Placement Agents, Agents and their respective affiliates and their respective representatives, representatives that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither of the The Placement Agents nor any of and their respective affiliates or any of their respective and representatives (i) shall not be liable for any improper payment made in accordance with the information provided by the Company; (ii) makes any make no representation or warranty, or has any 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 the other Transaction Documents or in connection with any of the transactions contemplated by this Agreement or the other Transaction Documentshereby, including any offering or marketing materials; or and (iii) shall not be liable (xA) 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 other Transaction Document Document, or (yB) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction Document, except in each case for such partyperson’s own gross negligence, willful misconduct or bad faith. (b) Each of the The Placement Agents, Agents and their respective affiliates and their respective 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 hereunder pursuant to the indemnification provisions set forth in the engagement letters between the Company and the Placement Agents.

Exculpation of the Placement Agents. Each party acknowledges that it has read the notice attached hereto agrees, as Exhibit G and hereto agrees for the express benefit of the Placement Agents, their respective affiliates and their respective representatives, representatives that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither of the Placement Agents nor any of their respective affiliates or any of their respective representatives (i1) has any duties or obligations other than those specifically set forth herein or in the engagement letter, dated as of October 15, 2020, between the Company and Xxxxxxxxx LLC (the “Engagement Letter”); (2) shall be liable for any improper payment made in accordance with the information provided by the Company; (ii3) makes any representation or warranty, 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 by this Agreement or the other Transaction Documents, including any offering or marketing materialshereby and thereby; or (iii4) shall be liable (x) 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 (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction Document, except for such party’s own gross negligence, negligence or willful misconduct or bad faithmisconduct. (b) Each of the The Placement Agents, their respective affiliates and their respective 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 the Placement Agents hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agents. Each party hereto agrees, agrees for the express benefit of the Placement Agents, their respective affiliates Affiliates and their respective representatives, representatives that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither Each 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) None of the Placement Agents nor any of their respective affiliates Affiliates or any of their respective representatives (i) shall be liable for any improper payment made in accordance with the information provided by the Company; (ii) makes has made or will make any representation or warranty, express or implied, of any kind or character, and 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 or Agreement, the other Transaction Documents Documents, or in connection with any of the transactions contemplated by this Agreement or the other Transaction Documents, including any offering or marketing materialssuch agreements; or (iiiiv) shall be liable or have any obligation (xincluding, 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 Agreement, any other Transaction Document or Document, (yB) 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 Securities or the issuance of the Conversion Shares, except in each case for such party’s own gross negligence, negligence or willful misconduct or bad faithmisconduct. (b) Each of the Placement Agents, their respective affiliates and their respective representatives shall be entitled to 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.

Exculpation of the Placement Agents. Each party hereto agrees, agrees for the express benefit of the Placement Agents, their respective affiliates Agents and their respective representatives, Affiliates and representatives that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither of the The Placement Agents nor any of and their respective affiliates or any of their respective Affiliates and representatives (i) have no duties or obligations other than those specifically set forth herein or in their respective Engagement Letters; (ii) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iiiii) makes any make no representation or warranty, or has any 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 the other Transaction Documents or in connection with any of the transactions contemplated by this Agreement or the other Transaction Documents, including any offering or marketing materialshereby; or and (iiiiv) shall not be liable (xA) 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 other Transaction Document Agreement, or (yB) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction DocumentAgreement, except in each case for such partyPerson’s own gross negligence, willful misconduct or bad faith. (b) Each of the The Placement Agents, their respective affiliates Agents and their respective 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 hereunder pursuant to the indemnification provisions set forth in their respective Engagement Letters.

Exculpation of the Placement Agents. Each 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, agrees for the express benefit of each of the Placement Placements Agents, their respective affiliates and their respective representatives, representatives that, in connection with the Transaction Documents and the transactions contemplated thereby: (ai) Neither of the Placement Agents nor any of their respective affiliates or any of their respective representatives (i1) has any duties or obligations other than those specifically set forth herein or in the engagement letter, dated as of April 23, 2019, between the Company and Xxxxxxxxx LLC or in in the engagement letter, dated as of April 23, 2019, between the Company and SVB Leerink LLC (together, the “Engagement Letters”); (2) shall be liable for any improper payment made in accordance with the information provided by the Company; (ii3) makes any representation or warranty, 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 by this Agreement or the other Transaction Documents, including any offering or marketing materialshereby and thereby; or (iii4) shall be liable (x) 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 (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction Document, except in each case for such party’s own gross negligence, willful misconduct or bad faith. (bii) Each of the The Placement Agents, their respective affiliates and their respective 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 the Placement Agents hereunder pursuant to the indemnification provisions set forth in the Engagement Letters.

Exculpation of the Placement Agents. Each party hereto agrees, agrees for the express benefit of the Placements Agent and its affiliates and representatives that: (a) None of the Placement Agents, their respective affiliates and their respective representatives, that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither of the Placement Agents nor any of their respective affiliates or any of their respective representatives (i) has any duties or obligations other than those specifically set forth herein or in their respective engagement letters with the Company; (ii) shall be liable for any improper payment made in accordance with the information provided by the Company; (iiiii) makes any representation or warranty, 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 by this Agreement or the other Transaction Documents, including any offering or marketing materialshereby and thereby; or (iiiiv) shall be liable (xA) 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 Document, or (yB) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction Document, except in each case for such party’s own gross negligence, willful misconduct or bad faith. (b) Each of the The Placement Agents, their respective affiliates and their respective 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) with respect to SVB Leerink LLC, be indemnified by the Company for acting as a Placement Agent hereunder pursuant to the indemnification provisions set forth in their engagement letter dated as of May 14, 2021.

Exculpation of the Placement Agents. Each party hereto agrees, agrees for the express benefit of the Placement Agents, their respective affiliates Agents and their respective representatives, Affiliates and representatives that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither of the The Placement Agents nor any of and their respective affiliates or any of their respective Affiliates and representatives (i) have no duties or obligations other than those specifically set forth herein or in their respective engagement letters; (ii) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iiiii) makes any make no representation or warranty, or has any 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 the other Transaction Documents or in connection with any of the transactions contemplated by this Agreement or the other Transaction Documentshereby, including any offering or marketing materials; or and (iiiiv) shall not be liable (xA) 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 other Transaction Document Document, or (yB) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction Document, except in each case for such partyPerson’s own gross negligence, willful misconduct or bad faith. (b) Each of the The Placement Agents, their respective affiliates Agents and their respective Affiliates and representatives shall be entitled to (i) 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 (ii) be indemnified by the Company for acting as a Placement Agent hereunder pursuant to the indemnification provisions set forth in their respective engagement letters.

Exculpation of the Placement Agents. Each party hereto agrees, agrees for the express benefit of the Placement Agents, their respective affiliates Agents and their respective representatives, Affiliates and representatives that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither of the The Placement Agents nor any of and their respective affiliates or any of their respective Affiliates and representatives (i) have no duties or obligations other than those specifically set forth herein or in the Engagement Letters; (ii) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iiiii) makes any make no representation or warranty, or has any 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 the other Transaction Documents or in connection with any of the transactions contemplated by this Agreement or the other Transaction Documents, including any offering or marketing materialshereby; or and (iiiiv) shall not be liable (xA) 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 other Transaction Document Agreement, or (yB) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction DocumentAgreement, except in each case for such partyPerson’s own gross negligence, willful misconduct or bad faith. (b) Each of the The Placement Agents, their respective affiliates Agents and their respective 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 Placement Agents hereunder pursuant to the indemnification provisions set forth in the Engagement Letters.

Exculpation of the Placement Agents. Each party hereto agrees, agrees for the express benefit of the Placement Agents, their respective affiliates Agents and their respective representatives, Affiliates and representatives that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither of Except as otherwise provided for in the Engagement Letter, the Placement Agents nor any of and their respective affiliates or any of their respective Affiliates and representatives (i) have no duties or obligations other than those specifically set forth herein or in the Engagement Letter; (ii) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iiiii) makes any make no representation or warranty, or has any 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 the other Transaction Documents or in connection with any of the transactions contemplated by this Agreement or the other Transaction Documentshereby, including any offering or marketing materials; or and (iiiiv) shall not be liable (xA) 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 other Transaction Document Document, or (yB) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction Document, except in each case for such partyPerson’s own gross negligence, willful misconduct or bad faith. (b) Each of the The Placement Agents, their respective affiliates Agents and their respective 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 hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agents. Each party acknowledges that it has read the notice attached hereto agrees, as Exhibit G and hereto agrees for the express benefit of the Placement AgentsAgent, their respective its affiliates and their respective representatives, its representatives that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither of the Placement Agents Agent nor any of their respective its affiliates or any of their respective its representatives (i1) has any duties or obligations other than those specifically set forth herein or in the engagement letter, dated as of July 2, 2020, between the Company and Xxxxxxxxx LLC (the “Engagement Letter”); (2) shall be liable for any improper payment made in accordance with the information provided by the Company; (ii3) makes any representation or warranty, 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 by this Agreement or the other Transaction Documents, including any offering or marketing materialshereby and thereby; or (iii4) shall be liable (x) 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 (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction Document, except for such party’s own gross negligence, negligence or willful misconduct or bad faithmisconduct. (b) Each of the The Placement AgentsAgent, their respective its affiliates and their respective its 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 it 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 the Placement Agent hereunder pursuant the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agents. Each party hereto agrees, agrees for the express benefit of the Placement Agents, their respective affiliates Affiliates and their respective representatives, representatives that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither Each 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) None of the Placement Agents nor any of their respective affiliates Affiliates or any of their respective representatives (i) shall be liable for any improper payment made in accordance with the information provided by the Company; (ii) makes has made or will make any representation or warranty, express or implied, of any kind or character, and 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 or Agreement, the other Transaction Documents Documents, or in connection with any of the transactions contemplated by this Agreement or the other Transaction Documents, including any offering or marketing materialssuch agreements; or (iiiiv) shall be liable or have any obligation (xincluding, 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 Agreement, any other Transaction Document or Document, (yB) 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 Securities or the issuance of the Warrant Shares, except in each case for such party’s own gross negligence, negligence or willful misconduct or bad faithmisconduct. (b) Each of the Placement Agents, their respective affiliates and their respective representatives shall be entitled to 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.

Exculpation of the Placement Agents. Each party hereto agrees, agrees for the express benefit of the Placement Agents, their respective affiliates Affiliates and their respective representatives, that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither none of the Placement Agents nor any of Agents, their respective affiliates or any of their respective representatives Affiliates nor representatives: (i) has any duties or obligations other than those specifically set forth in their engagement letter; (ii) shall be liable for any improper payment made in accordance with the information provided by the Company; (iiiii) makes has made any representation or warranty, whether express or implied, of any kind or character and has not provided any advice or recommendation in connection with the execution, delivery and performance of this Agreement 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 by this Agreement or the other Transaction Documents, including any offering or marketing materialshereby; or (iiiiv) shall be liable (x) 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 (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction DocumentAgreement, except except, in each case in this clause (iv), for such party’s own gross negligence, willful misconduct or bad faith. (b) Each of the The Placement Agents, their respective affiliates Agents and their respective Affiliates and representatives shall be entitled to (i) 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 (ii) be indemnified by the Company for acting as the Placement Agents hereunder pursuant to the indemnification provisions set forth in the engagement letters.

Exculpation of the Placement Agents. Each 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 the information set forth on Exhibit D to this Agreement and hereto agrees, agrees for the express benefit of each of the Placement Agents, their respective its affiliates and their respective representatives, its representatives that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither of the Placement Agents nor any of their respective affiliates or any of their respective representatives (i) has any duties or obligations other than those specifically set forth herein or in the engagement letter, dated as of June 1, 2016 among the Company, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co. (the “Engagement Letter”); (ii) shall be liable for any improper payment made in accordance with the information provided by the Company; (iiiii) makes any representation or warranty, 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 by this Agreement or the other Transaction Documents, including any offering or marketing materialshereby and thereby; or (iiiiv) shall be liable (xA) 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 Documents or (yB) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction DocumentDocuments, except for such party’s own gross negligence, willful misconduct or bad faith. (b) Each of the Placement Agents, their respective affiliates and their respective representatives shall be entitled to (i) 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 (ii) be indemnified by the Company for acting as a Placement Agent hereunder pursuant the indemnification provisions set forth in the Engagement Letter.