Common use of Highly Confidential Clause in Contracts

Highly Confidential. The Company represents and warrants to Jxxxxx Xxxxxx that all Information relating to the Company or which the Company provides in writing (collectively, the “Materials”) will be materially complete and correct. The Company further represents and warrants that any projections provided by it to Jxxxxx Xxxxxx will have been prepared in good faith and will be based upon assumptions, which, in light of the circumstances under which they are made, are reasonable. The Company recognizes and confirms that Jxxxxx Xxxxxx (i) will use and rely primarily on the Materials and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (ii) is authorized to transmit to any prospective investor the Materials and other legal documentation supplied to Jxxxxx Xxxxxx for transmission to parties that have entered into a customary form of confidentiality agreement (including a “click-through” on a secure website) by or on behalf of the Company; (iii) does not assume responsibility for the accuracy or completeness of the Materials and such other information; (iv) will not make an appraisal of the Company; and (v) retains the right to continue to perform due diligence during the course of its engagement hereunder to the extent that it is reasonably necessary for it to perform the services contemplated hereby (it being understood that Jxxxxx Xxxxxx will not be authorized to act as an initial purchaser or underwriter but will merely be acting as a placement agent without underwriter liability under the Securities Act of 1933). In connection with Jxxxxx Xxxxxx’x engagement, for all Transactions reasonably satisfactory to the Company (in the sole discretion of the Company), it is understood and agreed that Jxxxxx Xxxxxx will manage and control all aspects of the placement of any Transaction in consultation with you, including decisions as to the selection of prospective Investors, when commitments will be accepted and the final allocations of the commitments among the Investors (which shall be done solely with the Company’s approval). It is understood that no Investor investing in any Transaction will receive compensation from you in order to obtain its commitment, except as contemplated herein, including upfront fees paid to all Investors to ensure a successful placement of any Transaction, or as otherwise directed by Jxxxxx Xxxxxx.

Highly Confidential. The ANNEX B In further consideration of the agreements contained in the Agreement of which this Annex B is a part, the Company represents agrees to indemnify and warrants to Jxxxxx Xxxxxx hold harmless Dxxxxx Xxxxxxxx, its affiliates, the respective members, directors, officers, partners, agents and employees of Dxxxxx Xxxxxxxx, and any person controlling Dxxxxx Xxxxxxxx or any of its affiliates (collectively, “Indemnified Persons”) from and against, and the Company agrees that all Information relating no Indemnified Person shall have any liability to the Company or which the Company provides its owners, parents, affiliates, security holders or creditors for, any losses, claims, damages or liabilities (including actions or proceedings in writing respect thereof) (collectively, the “MaterialsLiabilities”) will (A) related to or arising out of (i) the Company’s actions or failures to act (including statements or omissions made or information provided by the Company or its agents) in connection with the Transaction or (ii) actions or failures to act by an Indemnified Person with the Company’s consent or in reliance on the Company’s actions or failures to act in connection with the Transaction or (B) otherwise related to or arising out of the Agreement, Dxxxxx Xxxxxxxx’x performance thereof or any other services Dxxxxx Xxxxxxxx is asked to provide to the Company (in each case, including related activities prior to the date hereof), except that this clause (B) shall not apply to any Liabilities to the extent that they are finally determined by a court of competent jurisdiction to have resulted primarily from the gross negligence, fraud or willful misconduct of such Indemnified Person. If such indemnification is for any reason not available or insufficient to hold an Indemnified Person harmless, the Company agrees to contribute to the Liabilities involved in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and by Dxxxxx Xxxxxxxx, on the other hand, in respect of the Agreement or, if such allocation is determined by a court of competent jurisdiction to be materially complete unavailable, in such proportion as is appropriate to reflect other equitable considerations such as the relative fault of the Company on the one hand and correctof Dxxxxx Xxxxxxxx on the other hand; provided, however, that, to the extent permitted by applicable law, the Indemnified Persons shall not be responsible for expenses and Liabilities which in the aggregate are in excess of the amount of all fees actually received by Dxxxxx Xxxxxxxx from the Company pursuant to the Agreement. Relative benefits to the Company, on the one hand, and Dxxxxx Xxxxxxxx, on the other hand, in respect of the Agreement shall be deemed to be in the same proportion as (i) the total value received or proposed to be received by the Indemnifying Parties in connection with any financing contemplated by the Agreement, bears to (ii) all fees actually received by or committed to Dxxxxx Xxxxxxxx in connection with the Agreement. The Company further represents and warrants will not permit any settlement or compromise to include, or consent to the entry of any judgment that any projections provided by it includes, a statement as to, or an admission of, fault, culpability or a failure to Jxxxxx Xxxxxx will have been prepared in good faith and will be based upon assumptions, which, in light of the circumstances under which they are made, are reasonable. The Company recognizes and confirms that Jxxxxx Xxxxxx (i) will use and rely primarily on the Materials and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (ii) is authorized to transmit to any prospective investor the Materials and other legal documentation supplied to Jxxxxx Xxxxxx for transmission to parties that have entered into a customary form of confidentiality agreement (including a “click-through” on a secure website) act by or on behalf of the Company; (iii) does an Indemnified Person, without such Indemnified Person’s prior written consent, which shall not assume responsibility for the accuracy be unreasonably delayed, conditioned or completeness of the Materials and such other information; (iv) will not make an appraisal withheld. If any Indemnified Person becomes involved in any capacity in any action, claim, suit, investigation or proceeding, actual or threatened, brought by or against any person, including stockholders of the Company; , in connection with or as a result of the engagement or any matter referred to in the engagement the Company also agrees to reimburse such Indemnified Persons for their reasonable and documented out-of-pocket expenses (vincluding, without limitation, reasonable legal fees and other costs and expenses incurred in connection with investigating, preparing for and responding to third party subpoenas or enforcing the engagement) retains the right as such expenses are incurred. The Company’s obligations pursuant to continue to perform due diligence during the course of its engagement hereunder this Annex B shall inure to the extent that it is reasonably necessary for it to perform the services contemplated hereby (it being understood that Jxxxxx Xxxxxx will not be authorized to act as an initial purchaser or underwriter but will merely be acting as a placement agent without underwriter liability under the Securities Act of 1933). In connection with Jxxxxx Xxxxxx’x engagement, for all Transactions reasonably satisfactory to the Company (in the sole discretion of the Company), it is understood and agreed that Jxxxxx Xxxxxx will manage and control all aspects of the placement benefit of any Transaction successors, assigns, heirs and personal representatives of each Indemnified Person and are in consultation with you, including decisions as addition to the selection of prospective Investors, when commitments will be accepted and the final allocations of the commitments among the Investors (which shall be done solely with the Company’s approval). It is understood any rights that no Investor investing in any Transaction will receive compensation from you in order to obtain its commitment, except as contemplated herein, including upfront fees paid to all Investors to ensure a successful placement of any Transaction, each Indemnified Person may have at common law or as otherwise directed by Jxxxxx Xxxxxxotherwise.

Highly Confidential. In connection with Dxxxxx Xxxxxxxx’x engagement, the Company will actively assist Dxxxxx Xxxxxxxx in achieving a placement of the Transaction that is reasonably satisfactory to the Company in the Company’s sole discretion. Such assistance shall include (a) furnishing to, or causing to be furnished to, Dxxxxx Xxxxxxxx such information concerning the Company that Dxxxxx Xxxxxxxx and the Company may reasonably deem necessary or appropriate to complete such distribution (including, but not limited to, financial projections) (the “Information”); (b) making reasonably available your officers, directors, employees, accountants, counsel and other representatives (collectively, the “Representatives”); (c) using commercially reasonable efforts to ensure that the distribution efforts of Dxxxxx Xxxxxxxx benefit materially from your existing investor relationships and your existing banking relationships (without jeopardizing the anticipated financial benefits of identifying new investors); and (d) otherwise reasonably assisting Dxxxxx Xxxxxxxx in its distribution efforts, including by making presentations regarding the business and affairs of the Company and its subsidiaries, as appropriate, at one or more one-on-one meetings of prospective Investors that have agreed to mutually acceptable confidentiality arrangements. In performing its services hereunder, Dxxxxx Xxxxxxxx shall be entitled to rely upon and shall not be responsible for the accuracy or completeness of information supplied to it by the Company or any of its Representatives and shall not be responsible for conducting any appraisal of assets or liabilities. The Company represents and warrants to Jxxxxx Xxxxxx Dxxxxx Xxxxxxxx that all Information relating to the Company or which the Company provides in writing (collectively, the “Materials”) will be materially complete and correct. The Company further represents and warrants that any projections provided by it to Jxxxxx Xxxxxx Dxxxxx Xxxxxxxx will have been prepared in good faith and will be based upon assumptions, which, in light of the circumstances under which they are made, are reasonable. The Company recognizes and confirms that Jxxxxx Xxxxxx Dxxxxx Xxxxxxxx (i) will use and rely primarily on the Materials and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (ii) is authorized to transmit to any prospective investor the Materials and other legal documentation supplied to Jxxxxx Xxxxxx Dxxxxx Xxxxxxxx for transmission to parties that have entered into a customary form of confidentiality agreement (including a “click-through” on a secure website) by or on behalf of the Company; (iii) does not assume responsibility for the accuracy or completeness of the Materials and such other information; (iv) will not make an appraisal of the Company; and (v) retains the right to continue to perform due diligence during the course of its engagement hereunder to the extent that it is reasonably necessary for it to perform the services contemplated hereby (it being understood that Jxxxxx Xxxxxx Dxxxxx Xxxxxxxx will not be authorized to act as an initial purchaser or underwriter but will merely be acting as a placement agent without underwriter liability under the Securities Act of 1933). In connection with Jxxxxx Xxxxxx’x engagement, for all Transactions reasonably satisfactory to the Company (in the sole discretion of the Company), it is understood and agreed that Jxxxxx Xxxxxx will manage and control all aspects of the placement of any Transaction in consultation with you, including decisions as to the selection of prospective Investors, when commitments will be accepted and the final allocations of the commitments among the Investors (which shall be done solely with the Company’s approval). It is understood that no Investor investing in any Transaction will receive compensation from you in order to obtain its commitment, except as contemplated herein, including upfront fees paid to all Investors to ensure a successful placement of any Transaction, or as otherwise directed by Jxxxxx Xxxxxx.

Highly Confidential. The Company represents and warrants to Jxxxxx Xxxxxx that all Information relating to the Company or which the Company provides in writing (collectively, the “Materials”) will be materially complete and correct. The Company further represents and warrants that any projections provided by it to Jxxxxx Xxxxxx will have been prepared in good faith and will be based upon assumptions, which, in light of the circumstances under which they are made, are reasonable. The Company recognizes and confirms that Jxxxxx Xxxxxx (i) will use and rely primarily on the Materials and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (ii) is authorized to transmit to any prospective investor the Materials and other legal documentation supplied to Jxxxxx Xxxxxx for transmission to parties that have entered into a customary form of confidentiality agreement (including a “click-through” on a secure website) by or on behalf of the Company; (iii) does not assume responsibility for the accuracy or completeness of the Materials and such other information; (iv) will not make an appraisal of the Company; and (v) retains the right to continue to perform due diligence during the course of its engagement hereunder to the extent that it is reasonably necessary for it to perform the services contemplated hereby (it being understood that Jxxxxx Xxxxxx will not be authorized to act as an initial purchaser or underwriter but will merely be acting as a placement agent without underwriter liability under the Securities Act of 1933). In connection with Jxxxxx Xxxxxx’x Xxxxxx'x engagement, for all Transactions reasonably satisfactory to the Company (in the sole discretion of the Company), it is understood and agreed that Jxxxxx Xxxxxx will manage and control all aspects of the placement of any Transaction in consultation with you, including decisions as to the selection of prospective Investors, when commitments will be accepted and the final allocations of the commitments among the Investors (which shall be done solely with the Company’s approval). It is understood that no Investor investing in any Transaction will receive compensation from you in order to obtain its commitment, except as contemplated herein, including upfront fees paid to all Investors to ensure a successful placement of any Transaction, or as otherwise directed by Jxxxxx Xxxxxx.

Highly Confidential. In connection with Dxxxxx Xxxxxxxx’x engagement, the Company will actively assist Dxxxxx Xxxxxxxx in completing Transactions that are reasonably satisfactory to the Company in the Company’s sole discretion. Such assistance shall include (a) furnishing to, or causing to be furnished to, Dxxxxx Xxxxxxxx such information concerning the Company that Dxxxxx Xxxxxxxx and the Company may reasonably deem necessary or appropriate to complete such distribution (including, but not limited to, financial projections) (the “Information”); (b) making reasonably available your officers, directors, employees, accountants, counsel and other representatives (collectively, the “Representatives”); (c) using commercially reasonable efforts to- ensure that the distribution efforts of Dxxxxx Xxxxxxxx benefit materially from your existing investor relationships and your existing banking relationships (without jeopardizing the anticipated financial benefits of identifying new investors); and (d) otherwise reasonably assisting Dxxxxx Xxxxxxxx in its distribution efforts, including by making presentations regarding the business and affairs of the Company and its subsidiaries, as appropriate, at one or more one-on-one meetings of prospective investors that have agreed to mutually acceptable confidentiality arrangements. In performing its services hereunder, Dxxxxx Xxxxxxxx shall be entitled to rely upon and shall not be responsible for the accuracy or completeness of information supplied to it by the Company or any of its Representatives and shall not be responsible for conducting any appraisal of assets or liabilities. The Company represents and warrants to Jxxxxx Xxxxxx Dxxxxx Xxxxxxxx that all Information relating to the Company or which the Company provides in writing (collectively, the “Materials”) will be materially complete and correct. The Company further represents and warrants that any projections provided by it to Jxxxxx Xxxxxx Dxxxxx Xxxxxxxx will have been prepared in good faith and will be based upon assumptions, which, in light of the circumstances under which they are made, are reasonable. The Company recognizes and confirms that Jxxxxx Xxxxxx Dxxxxx Xxxxxxxx (i) will use and rely primarily on the Materials and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (ii) is authorized to transmit to any prospective investor the Materials and other legal documentation supplied to Jxxxxx Xxxxxx Dxxxxx Xxxxxxxx for transmission to parties that have entered into a customary form of confidentiality agreement (including a “click-through” on a secure website) by or on behalf of the Company; (iii) does not assume responsibility for the accuracy or completeness of the Materials and such other information; (iv) will not make an appraisal of the Company; and (v) retains the right to continue to perform due diligence during the course of its engagement hereunder to the extent that it is reasonably necessary for it to perform the services contemplated hereby (it being understood that Jxxxxx Xxxxxx Dxxxxx Xxxxxxxx will not be authorized to act as an initial purchaser or underwriter but will merely be acting as a placement agent without underwriter liability under the Securities Act of 1933). In connection with Jxxxxx Xxxxxx’x Dxxxxx Xxxxxxxx’x engagement, for all Transactions reasonably satisfactory to the Company (in the sole discretion of the Company), it is understood and agreed that Jxxxxx Xxxxxx that, other than as set forth in this Agreement, Dxxxxx Xxxxxxxx will manage and control all aspects of the placement of any Transaction in consultation with you, including decisions as to the selection of prospective Investors, when commitments will be accepted and the final allocations of the commitments among the Investors (which shall be done solely with the Company’s approval). It is understood that no Investor investing in any Transaction will receive compensation from you in order to obtain its commitment, except as contemplated herein, including upfront fees paid to all Investors to ensure a successful placement of any Transaction, or as otherwise directed by Jxxxxx Xxxxxx.