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 Placements Agent and their respective Affiliates and representatives that: (i) neither the Placement Agents nor any of their respective Affiliates or any of their representatives (1) has any duties or obligations other than those specifically set forth herein or in the engagement letter, dated November 15, 2023, between the Company and BofA Securities, Inc. or in the engagement letter, dated November 15, 2023, between the Company and Xxxxxxx Xxxxx & Co. LLC (together, the “Engagement Letters”); (2) shall be liable for any improper payment made in accordance with the information provided by the Company; (3) 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 hereby and thereby; or (4) 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 it by this Agreement or any Transaction Document or (y) 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 party’s own gross negligence, willful misconduct or bad faith. (ii) The Placement Agents, their respective 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, 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 Placements Agent and their respective each Placement Agent, its Affiliates and representatives representatives, in connection with this Agreement and the other Transaction Documents, that: (ia) neither Neither JonesTrading Institutional Services LLC (“Xxxxx”) or Lake Street Capital Markets, LLC (“Lake Street”; Xxxxx and Lake Street, individually a “Placement Agent” and together, the “Placement Agents Agents”) nor any of their respective Affiliates or any of their respective representatives (1) has any duties or obligations other than those specifically set forth herein or in the engagement letter, dated November 15as [March 4, 20232024 among the Company and Xxxxx] (the “Engagement Letter”) or in the Placement Agency Agreement, dated as of the date hereof, by and between the Company and BofA Securities, Inc. or in the engagement letter, dated November 15, 2023, between the Company and Xxxxxxx Xxxxx & Co. LLC (together, the “Engagement Letters”)Placement Agents; (2) shall be liable for any improper payment made in accordance with the information provided by the Company; (3) 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 hereby and or thereby; or (4) 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 it them by this Agreement or any Transaction Document or (y) 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 party’s own gross negligence, willful misconduct or bad faith. (iib) The Each Placement AgentsAgent, their respective its Affiliates and their 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 the Placement Agents Agent, respectively, hereunder pursuant to the indemnification provisions set forth in the Engagement LettersLetter.

Exculpation of the Placement Agents. Each party to this Agreement acknowledges that it has read the notice attached hereto as Exhibit H and hereto agrees for the express benefit of the Placements Agent Placement Agents, their Affiliates and their respective Affiliates and representatives that: (ia) neither Each Placement Agent is acting as placement agent for the Company solely in connection with the sale of the Preferred Securities and Warrants 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 Preferred Securities and Warrants. (b) None of the Placement Agents nor any of their respective Affiliates or any of their respective representatives (1i) has any duties or obligations other than those specifically and expressly set forth herein or in the any applicable engagement letter, dated November 15, 2023, letter between the Company and BofA Securitiesa Placement Agent (each, Inc. or in the engagement letter, dated November 15, 2023, between the Company and Xxxxxxx Xxxxx & Co. LLC (together, the an “Engagement LettersLetter”); (2ii) shall be liable for any improper payment made in accordance with the information provided by the Company; (3iii) 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 Preferred Securities and Warrants; (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 Agreement, the other Transaction Documents or the Merger Agreement, or in connection with any of the transactions contemplated hereby and therebyby such agreements; or (4v) 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 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 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 Preferred Securities and Warrants or the issuance of the Conversion Shares and Warrant Shares, except in each case for such party’s own gross negligence, negligence or willful misconduct or bad faithmisconduct. (iic) The Placement Agents, their 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 to the Placement Agents Company in connection with the sale of the Preferred Securities and Warrants being sold hereunder pursuant to the indemnification provisions set forth in the their respective Engagement Letters.

Exculpation of the Placement Agents. Each party hereto agrees for the express benefit of the Placements Agent and their respective its Affiliates and representatives that: (ia) neither none of the Placement Agents nor any of Agents, their respective Affiliates or any of their representatives (1) has any duties or obligations other than those specifically set forth herein or (x) with respect to Xxxxxxxxx LLC, in the engagement letter, dated as of November 1522, 20232022, between the Company and BofA SecuritiesXxxxxxxxx LLC and (y) with respect to Xxxxx Xxxxxxx & Co., Inc. or in the engagement letter, dated as of November 1529, 20232022, between the Company and Xxxxx Xxxxxxx & Co., (C) with respect to Barclays Capital, Inc., dated as of December 4, 2022 between the Company and Barclays Capital, Inc., (D) with respect to Xxxxxx X. Xxxxx & Co. LLC Incorporated, dated as of December 4, 2022 between the Company and Xxxxxx X. Xxxxx & Co. Incorporated and (togetherE) with respect to X.X. Xxxxxxxxxx & Co., LLC, dated as of December 4, 2022 between the “Engagement Letters”)Company and X.X. Xxxxxxxxxx & Co., LLC; (2) shall be liable for any improper payment made in accordance with the information provided by the Company; (3) 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 hereby and thereby; or (4) 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 it by this Agreement or any Transaction Document or (y) 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 party’s own gross negligence, willful misconduct or bad faith. (iib) The Placement Agents, their respective 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, and (2) be indemnified by the Company for acting as the Placement Agents hereunder pursuant to the indemnification provisions set forth in the Engagement Lettersapplicable engagement letter.

Exculpation of the Placement Agents. Each party to this Agreement acknowledges that it has read the notice attached hereto as Exhibit E and hereto agrees for the express benefit of the Placements Agent Placement Agents, their Affiliates and their respective Affiliates and representatives that: (i) 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 Buyer, or any other person or entity in connection with the sale of Securities. (ii) None of the Placement Agents nor any of their respective Affiliates or any of their respective representatives (1i) has any duties or obligations other than those specifically and expressly set forth herein or in the any applicable engagement letter, dated November 15, 2023, letter between the Company and BofA Securities, Inc. or in the engagement letter, dated November 15, 2023, between the Company and Xxxxxxx Xxxxx & Co. LLC Placement Agents (together, the “Engagement LettersLetter”); (2ii) shall be liable for any improper payment made in accordance with the information provided by the Company; (3iii) 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; (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 and therebyherein; or (4v) 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 Buyer, the Company or any other Person or entity), whether in contract, tort or otherwise to any Buyer or to any person claiming through such Buyer, (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 it by this Agreement or any Transaction Document or Agreement, (yB) for anything which any of them may do or refrain from doing in connection with this Agreement Agreement, or any Transaction Document, except (C) for anything otherwise in each case for such party’s own gross negligence, willful misconduct or bad faithconnection with the purchase and sale of the Securities. (iiiii) The Placement Agents, their respective Affiliates 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 Buyer, including the representations made by the Company and the Buyers herein, and (2ii) be indemnified by the Company for acting as a Placement Agent to the Placement Agents Company in connection with the sale of the Securities being sold hereunder pursuant to the indemnification provisions set forth in the Engagement LettersLetter.

Exculpation of the Placement Agents. Each party acknowledges that it has read the notices attached hereto as Exhibit J-1 and Exhibit J-2 and hereto agrees for the express benefit of each of the Placements Agent Agents, their affiliates and their respective Affiliates and representatives that: (ia) neither Neither the Placement Agents nor any of their respective Affiliates affiliates or any of their representatives (1) has any duties or obligations other than those specifically set forth herein or in the engagement letter, dated November 15as of February 20, 20232020, between the Company and BofA SecuritiesJxxxxxxxx LLC, Inc. or and in the engagement letter, dated November 15as of February 20, 20232020, between the Company Company, Pxxxx Xxxxxxx & Co., Sxxxxx, Xxxxxxxx & Company, Incorporated, LifeSci Capital LLC and Xxxxxxx Xxxxx Ladenburg Txxxxxxx & Co. LLC (together, the “Engagement Letters”); (2) shall be liable for any improper payment made in accordance with the information provided by the Company; (3) 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 hereby and thereby; or (4) 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 it by this Agreement or any Transaction Document or (y) 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 party’s own gross negligence, willful misconduct or bad faith. (iib) The Placement Agents, their respective Affiliates 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 the Placement Agents hereunder pursuant to the indemnification provisions set forth in the Engagement Letters.

Exculpation of the Placement Agents. Each party hereto acknowledges that it has read the notices available on Exhibit E hereto and agrees for the express benefit of the Placements Agent Agents and their respective Affiliates and representatives that: (ia) neither none of the Placement Agents nor any of Agents, their respective Affiliates or any of their respective representatives (1i) has any duties or obligations other than those specifically set forth herein or in the engagement letter, dated November 15as of December 3, 20232020 (the “Engagement Letter”), between among the Company and BofA Securities, Inc. or in the engagement letter, dated November 15, 2023, between the Company and Xxxxxxx Xxxxx & Co. LLC (together, the “Engagement Letters”)Placement Agents; (2ii) shall be liable for any improper payment made in accordance with the information provided by the Company; (3iii) 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 any other Transaction Documents Document or in connection with any of the transactions contemplated hereby and thereby; or (4iv) 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 it by this Agreement or any other Transaction 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. (iib) The Placement Agents, their respective Affiliates and their respective 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 the Placement Agents hereunder pursuant to the indemnification provisions set forth in the Engagement LettersLetter.

Exculpation of the Placement Agents. Each party hereto agrees for the express benefit of each of the Placements Agent Placement Agents, their Affiliates and their respective Affiliates representatives, in connection with this Agreement and representatives the other Transaction Documents, that: (ia) neither Neither BTIG, LLC, JonesTrading Institutional Services LLC, Arcadia Securities, nor Lxxxxxx & Company (UK) LTD (the “Placement Agents Agents”), nor any of their respective Affiliates or any of their representatives respective representatives, (1) has any duties or obligations other than those specifically set forth herein herein, or in the engagement letter, dated November 15as August 16, 2023, between 2024 among the Company and BofA Securities, Inc. or in the engagement letter, dated November 15, 2023, between the Company and Xxxxxxx Xxxxx & Co. LLC Placement Agents (together, the “Engagement LettersLetter”); (2) shall be liable for any improper payment made in accordance with the information provided by the Company; (3) 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 hereby and or thereby; or (4) 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 it by this Agreement or any Transaction Document or (y) 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 case, for such party’s own gross negligence, fraud, willful misconduct or bad faith. (iib) 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, (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 the Placement Agents placement agents, respectively, hereunder pursuant to the indemnification provisions set forth in the Engagement LettersLetter.