Common use of Limitation of Engagement to the Company Clause in Contracts

Limitation of Engagement to the Company. The Company acknowledges that the Placement Agent has been retained only by the Company, that the Placement Agent is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of the Placement Agent is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against the Placement Agent or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents. Unless otherwise expressly agreed in writing by the Placement Agent, no one other than the Company is authorized to rely upon any statement or conduct of the Placement Agent in connection with this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agent to the Company in connection with the Placement Agent’s engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agent shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by the Placement Agent. If any purchase agreement and/or related transaction documents are entered into between the Company and the investors in the Offering, the Placement Agent will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agent by the Company.

Limitation of Engagement to the Company. The Company acknowledges that the Placement Agent has been retained only by the Company, that the Placement Agent is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of the Placement Agent is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against the Placement Agent or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents. Unless otherwise expressly agreed in writing by the Placement Agent, no one other than the Company is authorized to rely upon any statement or conduct of the Placement Agent in connection with this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agent to the Company in connection with the Placement Agent’s engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agent shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by the Placement Agent. If any purchase agreement and/or related transaction documents are entered into between the Company and the investors in the Offering, the Placement Agent will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agent by the Company.

Limitation of Engagement to the Company. The Company acknowledges that the Placement Agent has Agents have been retained only by the Company, that the Placement Agent is Agents are providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of the Placement Agent Agents is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against the Placement Agent Agents or any of its their affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents. Unless otherwise expressly agreed in writing by the Placement AgentAgents, no one other than the Company is authorized to rely upon any statement or conduct of the Placement Agent Agents in connection with this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agent Agents to the Company in connection with the Placement Agent’s Agents’ engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agent Agents shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by the Placement AgentAgents. If any purchase agreement and/or related transaction documents are entered into between the Company and the investors in the Offering, the Placement Agent Agents will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agent Agents by the Company.

Limitation of Engagement to the Company. The Company acknowledges that the Placement Agent Xxxxxx has been retained only by the Company, that the Placement Agent Xxxxxx is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of the Placement Agent Xxxxxx is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against the Placement Agent Xxxxxx or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange ActAct of 1934), employees or agents. Unless otherwise expressly agreed in writing by the Placement AgentXxxxxx, no one other than the Company is authorized to rely upon this Agreement or any statement other statements or conduct of Xxxxxx, and no one other than the Placement Agent in connection with Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agent Xxxxxx to the Company in connection with the Placement Agent’s Xxxxxx’x engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agent Xxxxxx shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by Xxxxxx. The Company agrees that it will perform and comply with the Placement Agent. If any covenants and other obligations set forth in the purchase agreement and/or and related transaction documents are entered into between the Company and the investors in the Offering, the Placement Agent and that Xxxxxx will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agent Xxxxxx by the Company.

Limitation of Engagement to the Company. The Company acknowledges that the Placement Agent Dxxxxx has been retained only by the Company, that the Placement Agent Dxxxxx is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of the Placement Agent Dxxxxx is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against the Placement Agent Dxxxxx or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents. Unless otherwise expressly agreed in writing by the Placement AgentDxxxxx, no one other than the Company is authorized to rely upon any statement or conduct of the Placement Agent Dxxxxx in connection with this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agent Dxxxxx to the Company in connection with the Placement Agent’s Dxxxxx’x engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agent Dxxxxx shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by Dxxxxx. The Company agrees that it will perform and comply with the Placement Agent. If covenants and other obligations set forth in any purchase agreement and/or and related transaction documents are entered into between the Company and the investors Investors in the Offering, the Placement Agent if any, and that Dxxxxx will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agent Dxxxxx by the Company, provided that no such representations, warranties, agreements and covenants shall in any way limit or modify the representations, warranties, agreements and covenants set forth in this Agreement.

Limitation of Engagement to the Company. The Company acknowledges that the Placement Agent Rxxxxx has been retained only by the Company, that the Placement Agent Rxxxxx is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of the Placement Agent Rxxxxx is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against the Placement Agent Rxxxxx or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), employees or agents. Unless otherwise expressly agreed in writing by the Placement AgentRxxxxx, no one other than the Company is authorized to rely upon this Agreement or any statement other statements or conduct of Rxxxxx, and no one other than the Placement Agent in connection with Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agent Rxxxxx to the Company in connection with the Placement Agent’s Rxxxxx’x engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agent Rxxxxx shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by Rxxxxx. The Company agrees that it will perform and comply with the Placement Agent. If any covenants and other obligations set forth in the purchase agreement and/or and related transaction documents are entered into between the Company and the investors in the Offering, the Placement Agent and that Rxxxxx will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agent Rxxxxx by the Company.

Limitation of Engagement to the Company. The Company acknowledges that the Placement Agent Dxxxxx has been retained only by the Company, that the Placement Agent Dxxxxx is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of the Placement Agent Dxxxxx is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against the Placement Agent Dxxxxx or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents. Unless otherwise expressly agreed in writing by the Placement AgentDxxxxx, no one other than the Company is authorized to rely upon any statement or conduct of the Placement Agent Dxxxxx in connection with this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agent Dxxxxx to the Company in connection with the Placement Agent’s Dxxxxx’x engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agent Dxxxxx shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by Dxxxxx. The Company agrees that it will perform and comply with the Placement Agent. If any covenants and other obligations set forth in the purchase agreement and/or and related transaction documents are entered into between the Company and the investors in the Offering, the Placement Agent if any, and that Dxxxxx will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agent Dxxxxx by the Company.

Limitation of Engagement to the Company. The Company acknowledges that the Placement Agent Xxxxxx has been retained only by the Company, that the Placement Agent Xxxxxx is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of the Placement Agent Xxxxxx is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against the Placement Agent Xxxxxx or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents. Unless otherwise expressly agreed in writing by the Placement AgentXxxxxx, no one other than the Company is authorized to rely upon this Agreement or any statement other statements or conduct of Xxxxxx, and no one other than the Placement Agent in connection Company and, with respect to Section I hereof, the Indemnified Parties are intended to be beneficiaries of this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agent Xxxxxx to the Company in connection with the Placement Agent’s Xxxxxx’x engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agent Xxxxxx shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by Xxxxxx. The Company agrees that it will perform and comply with the Placement Agent. If any covenants and other obligations set forth in the purchase agreement and/or and related transaction documents are entered into between the Company and the investors in the Offering, the Placement Agent and that Xxxxxx will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agent Xxxxxx by the Company.

Limitation of Engagement to the Company. The Company acknowledges that the Placement Agent has ve been retained only by the Company, that the Placement Agent is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of the Placement Agent is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against the Placement Agent or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents. Unless otherwise expressly agreed in writing by the Placement Agent, no one other than the Company is authorized to rely upon any statement or conduct of the Placement Agent in connection with this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agent to the Company in connection with the Placement Agent’s engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agent shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by the Placement Agent. If any purchase agreement and/or related transaction documents are entered into between the Company and the investors in the Offering, the Placement Agent will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agent by the Company.

Limitation of Engagement to the Company. The Company acknowledges that the Placement Agent Boustead has been retained only by the Company, that the Placement Agent Boustead is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of the Placement Agent Boustead is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against the Placement Agent Boustead or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents. Unless otherwise expressly agreed in writing by the Placement AgentBoustead, no one other than the Company is authorized to rely upon any statement or conduct of the Placement Agent Boustead in connection with this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agent Boustead to the Company in connection with the Placement AgentBoustead’s engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agent Boustead shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by the Placement AgentBoustead. If any purchase agreement and/or related transaction documents are entered into between the Company and the investors in the Offering, the Placement Agent Boustead will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agent Boustead by the Company.

Limitation of Engagement to the Company. The Company acknowledges that the Placement Agent Xxxxxx has been retained only by the Company, that the Placement Agent Xxxxxx is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of the Placement Agent Xxxxxx is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against the Placement Agent Xxxxxx or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), employees or agents. Unless otherwise expressly agreed in writing by the Placement AgentXxxxxx, no one other than the Company is authorized to rely upon this Agreement or any statement other statements or conduct of Xxxxxx, and no one other than the Placement Agent in connection with Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agent Xxxxxx to the Company in connection with the Placement Agent’s Xxxxxx’x engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible OfferingPlacement, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agent Xxxxxx shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by Xxxxxx. The Company agrees that it will perform and comply with the Placement Agent. If any covenants and other obligations set forth in the purchase agreement and/or (the “Purchase Agreement”) and related transaction documents are entered into between the Company and the investors in the OfferingPlacement (collectively with the Purchase Agreement, the Placement Agent “Transaction Documents”) and that Xxxxxx will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction documents Transaction Documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agent Xxxxxx by the Company.

Limitation of Engagement to the Company. The Company acknowledges that the Placement Agent Xxxxxx has been retained only by the Company, that the Placement Agent Xxxxxx is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of the Placement Agent Xxxxxx is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against the Placement Agent Xxxxxx or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), employees or agents. Unless otherwise expressly agreed in writing by the Placement AgentXxxxxx, no one other than the Company is authorized to rely upon this Agreement or any statement other statements or conduct of Xxxxxx, and no one other than the Placement Agent in connection with Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agent Xxxxxx to the Company in connection with the Placement Agent’s Xxxxxx’x engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible OfferingWarrant Exercise, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agent Xxxxxx shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by Xxxxxx. The Company agrees that it will perform and comply with the Placement Agent. If any covenants and other obligations set forth in the purchase agreement and/or and related transaction documents are entered into between the Company and the investors in the OfferingWarrant Exercise, the Placement Agent and that Xxxxxx will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agent Xxxxxx by the Company.

Limitation of Engagement to the Company. The Company acknowledges that the Placement Agent Xxxxxx has been retained only by the Company, that the Placement Agent Xxxxxx is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of the Placement Agent Xxxxxx is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against the Placement Agent Xxxxxx or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), employees or agents. Unless otherwise expressly agreed in writing by the Placement AgentXxxxxx, no one other than the Company is authorized to rely upon this Agreement or any statement other statements or conduct of Xxxxxx, and no one other than the Placement Agent in connection with Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agent Xxxxxx to the Company in connection with the Placement Agent’s Xxxxxx’x engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agent Xxxxxx shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by Xxxxxx. The Company agrees that it will perform and comply with the Placement Agent. If any covenants and other obligations set forth in the purchase agreement and/or (the “Purchase Agreement”) and related transaction documents are entered into between the Company and the investors in the OfferingOffering (collectively with the Purchase Agreement, the Placement Agent “Transaction Documents”), and that Xxxxxx will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction documents Transaction Documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agent Xxxxxx by the Company.

Limitation of Engagement to the Company. The Company acknowledges that the Placement Agent has Agents have been retained only by the Company, that the Placement Agent is Agents are providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of the Placement Agent Agents is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against the Placement Agent Agents or any of its their affiliates, or any of its their or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents. Unless otherwise expressly agreed in writing by the Placement AgentAgents, no one other than the Company is authorized to rely upon any statement or conduct of the Placement Agent Agents in connection with this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agent Agents to the Company in connection with the Placement Agent’s Agents’ engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agent Agents shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by the Placement AgentAgents. If any purchase agreement and/or related transaction documents are entered into between the Company and the investors in the Offering, the Placement Agent Agents will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agent Agents by the Company.

Limitation of Engagement to the Company. The Company acknowledges that the Placement Agent Benchmark has been retained only by the Company, that the Placement Agent Benchmark is providing services Services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s 's engagement of the Placement Agent Benchmark is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against the Placement Agent Benchmark or any of its affiliates, or any of its or their affiliates' respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), employees partners, employees, registered principals, registered representatives or agents. Unless otherwise expressly agreed in writing by the Placement AgentXxxxxxxxx, no one other than the Company is authorized to rely upon this Agreement or any statement other statements or conduct of Benchmark, and no one other than the Placement Agent in connection with Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agent Benchmark to the Company in connection with the Placement Agent’s Xxxxxxxxx's engagement is intended solely for the benefit and use of the Company’s 's management and directors in considering a possible OfferingTransaction, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agent Benchmark shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor or counterparty introduced to it by Benchmark. The Company agrees that it will perform and comply with the Placement Agent. If any covenants and other obligations set forth in the purchase agreement and/or and related transaction documents are entered into documents, as applicable, between the Company and the investors in the OfferingTransaction, the Placement Agent and that Benchmark will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agent Benchmark by the Company.

Limitation of Engagement to the Company. The Company acknowledges that the Placement Agent has Rxxxxx and Rxxx have been retained only by the Company, that the each Placement Agent is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of the Placement Agent Agents is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against the Placement Agent Rxxxxx, Rxxx, or any of its their respective affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange ActAct of 1934), employees or agents. Unless otherwise expressly agreed in writing by the Placement AgentRxxxxx and Rxxx, no one other than the Company is authorized to rely upon this Agreement or any statement other statements or conduct of the Placement Agent in connection with Agents, and no one other than the Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the either Placement Agent to the Company in connection with the engagement of the Placement Agent’s engagement Agents is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Neither Placement Agent shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by the either Placement Agent. If any The Company agrees that it will perform and comply with the covenants and other obligations set forth in the purchase agreement and/or and related transaction documents are entered into between the Company and the investors in the Offering, the and that either Placement Agent will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to the such Placement Agent by the Company.

Limitation of Engagement to the Company. The Company acknowledges that the Placement Agent Dxxxxx has been retained only by the Company, that the Placement Agent Dxxxxx is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s 's engagement of the Placement Agent Dxxxxx is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against the Placement Agent Dxxxxx or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents. Unless otherwise expressly agreed in writing by the Placement AgentDxxxxx, no one other than the Company is authorized to rely upon any statement or conduct of the Placement Agent Dxxxxx in connection with this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agent Dxxxxx to the Company in connection with the Placement Agent’s Dxxxxx'x engagement is intended solely for the benefit and use of the Company’s 's management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agent Dxxxxx shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by the Placement AgentDxxxxx. If any purchase agreement and/or related transaction documents other than the Securities Purchase Agreement are entered into between the Company and the investors in the Offering, the Placement Agent Dxxxxx will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agent Dxxxxx by the Company.

Limitation of Engagement to the Company. The Company acknowledges that the Placement Agent Xxxxxx has been retained only by the Company, that the Placement Agent Xxxxxx is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of the Placement Agent Xxxxxx is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against the Placement Agent Xxxxxx or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), employees or agents. Unless otherwise expressly agreed in writing by the Placement AgentXxxxxx, no one other than the Company is authorized to rely upon this Agreement or any statement other statements or conduct of Xxxxxx, and no one other than the Placement Agent in connection with Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agent Xxxxxx to the Company in connection with the Placement Agent’s Xxxxxx’x engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible M&A Transaction or Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agent Xxxxxx shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by Xxxxxx. The Company agrees that it will perform and comply with the Placement Agent. If any purchase agreement and/or related covenants and other obligations set forth in the transaction documents are entered into between the Company and its counterparty or parties in an M&A Transaction or the investors in the an Offering, the Placement Agent as applicable, and that Xxxxxx will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agent Xxxxxx by the Company. Additionally, at the request of Xxxxxx, the Company shall agree to amend this Agreement in writing to reduce the compensation payable hereunder to the extent and as necessary, in Xxxxxx’x sole discretion, in order to comply with the rules and regulations of the Financial Industry Regulatory Authority (“ FINRA”); provided, however, that the Company shall not be required to enter into any agreement that results in terms or conditions less favorable to the Company.

Limitation of Engagement to the Company. The Company acknowledges that the Placement Agent Benchmark has been retained only by the Company, that the Placement Agent Benchmark is providing services hereunder as an independent contractor contractors (and not in any fiduciary or agency capacity) and that the Company’s engagement of the Placement Agent Benchmark is not deemed to be on behalf of, and is not intended to confer rights upon, any member, shareholder, owner or partner of the Company or any other person not a party hereto as against the Placement Agent Benchmark or any of its affiliates, or any of its or their affiliates’ respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), employees partners, employees, registered principals, registered representatives or agents. Unless otherwise expressly agreed in writing by the Placement AgentBenchmark, no one other than the Company or its affiliates is authorized to rely upon this Agreement or any statement other statements or conduct of Benchmark, and no one other than the Placement Agent in connection with Company or its affiliates is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agent Benchmark to the Company in connection with the Placement AgentBenchmark’s engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible the Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agent Benchmark shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor or counterparty introduced to it by the Placement AgentBenchmark. If any The Company agrees that it will perform and comply with the covenants and other obligations set forth in the purchase agreement and/or and related transaction documents are entered into documents, as applicable, between the Company and the investors in the Offering, the Placement Agent and that Benchmark will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agent Benchmark by the Company.

Limitation of Engagement to the Company. The Company acknowledges that the Placement Agent Xxxxxx has been retained only by the Company, that the Placement Agent Xxxxxx is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of the Placement Agent Xxxxxx is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against the Placement Agent Xxxxxx or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), employees or agents. Unless otherwise expressly agreed in writing by the Placement AgentXxxxxx, no one other than the Company is authorized to rely upon this Agreement or any statement other statements or conduct of Xxxxxx, and no one other than the Placement Agent in connection with Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agent Xxxxxx to the Company in connection with the Placement Agent’s Xxxxxx’x engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agent Xxxxxx shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor prospective Investor introduced to it by Xxxxxx. The Company agrees that it will perform and comply with the Placement Agent. If any covenants and other obligations set forth in the purchase agreement and/or and related transaction documents are entered into between the Company and the investors Investors in the OfferingOffering (collectively, the Placement Agent “Transaction Documents”), and that Xxxxxx will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction documents Transaction Documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agent Xxxxxx by the Company.

Limitation of Engagement to the Company. The Company acknowledges that the Placement Agent Xxxxxx has been retained for the Offering only by the Company, that the Placement Agent Xxxxxx is providing services Services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of Xxxxxx for the Placement Agent Offering is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against the Placement Agent Xxxxxx or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), employees or agents. Unless otherwise expressly agreed in writing by the Placement AgentXxxxxx, no one other than the Company is authorized to rely upon this Agreement or any statement other statements or conduct of Xxxxxx, and no one other than the Placement Agent in connection with Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agent Xxxxxx to the Company in connection with Xxxxxx’x engagement for the Placement Agent’s engagement Offering is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agent Xxxxxx shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by Xxxxxx, but only with respect to any potential sale of Securities by the Placement AgentCompany in the Offering. If any The Company agrees that it will perform and comply with the covenants and other obligations set forth in the purchase agreement and/or and related transaction documents are entered into between the Company and the investors in the Offering, the Placement Agent and that Xxxxxx will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and any related transaction documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agent Xxxxxx by the Company.

Limitation of Engagement to the Company. The Company acknowledges that the Placement Agent ThinkEquity has been retained only by the Company, that the Placement Agent ThinkEquity is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of the Placement Agent ThinkEquity is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against the Placement Agent ThinkEquity or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange ActAct of 1934), employees or agents. Unless otherwise expressly agreed in writing by the Placement AgentThinkEquity, no one other than the Company is authorized to rely upon this Agreement or any statement other statements or conduct of ThinkEquity, and no one other than the Placement Agent in connection with Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agent ThinkEquity to the Company in connection with the Placement AgentThinkEquity’s engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible OfferingBusiness Combination, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agent ThinkEquity shall not have the authority to make any commitment binding on the Company. The Company, Company agrees that it will perform and comply with the covenants and other obligations set forth in its sole discretion, shall have the right to reject any investor introduced to it by the Placement Agent. If any purchase agreement and/or related transaction documents are entered into between the Company and the investors its counterparty or parties in the Offering, the Placement Agent a Business Combination and that ThinkEquity will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agent ThinkEquity by the Company.

Limitation of Engagement to the Company. The Company acknowledges that the Placement Agent Dominari Securities has been retained only by the Company, that the Placement Agent Dominari Securities is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of the Placement Agent Dominari Securities is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against the Placement Agent Dominari Securities or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), employees or agents. Unless otherwise expressly agreed in writing by the Placement AgentDominari Securities, no one other than the Company is authorized to rely upon this Agreement or any statement other statements or conduct of Dominari Securities, and no one other than the Placement Agent in connection with Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agent Dominari Securities to the Company in connection with the Placement Agent’s Dominari Securities’ engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agent Dominari Securities shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by the Placement Agent. If any purchase agreement and/or related transaction documents are entered into between the Company and the investors in the Offering, the Placement Agent will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agent by the CompanyDominari Securities.

Limitation of Engagement to the Company. The Company acknowledges that the Placement Agent Benchmark has been retained only by the Company, that the Placement Agent Benchmark is providing services Services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of the Placement Agent Benchmark is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against the Placement Agent Benchmark or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), employees or agents. Unless otherwise expressly agreed in writing by the Placement AgentXxxxxxxxx, no one other than the Company is authorized to rely upon this Agreement or any statement other statements or conduct of Benchmark, and no one other than the Placement Agent in connection with Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agent Benchmark to the Company in connection with the Placement AgentBenchmark’s engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agent Benchmark shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by Benchmark. The Company agrees that it will perform and comply with the Placement Agent. If any covenants and other obligations set forth in the purchase agreement and/or and related transaction documents are entered into between the Company and the investors in the Offering, the Placement Agent and that Benchmark will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agent Benchmark by the Company.

Limitation of Engagement to the Company. The Company acknowledges that the Placement Agent Xxxxxx has been retained only by the Company, that the Placement Agent Xxxxxx is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of the Placement Agent Xxxxxx is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against the Placement Agent Xxxxxx or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents. Unless otherwise expressly agreed in writing by the Placement AgentXxxxxx, no one other than the Company is authorized to rely upon any statement or conduct of the Placement Agent Xxxxxx in connection with this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agent Xxxxxx to the Company in connection with the Placement Agent’s Xxxxxx’x engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agent Xxxxxx shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by Xxxxxx. The Company agrees that it will perform and comply with the Placement Agent. If any covenants and other obligations set forth in the purchase agreement and/or and related transaction documents are entered into between the Company and the investors in the Offering, the Placement Agent if any, and that Xxxxxx will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agent Xxxxxx by the Company.

Limitation of Engagement to the Company. The Company acknowledges that the Placement Agent Xxxxxx has been retained only by the Company, that the Placement Agent Xxxxxx is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of the Placement Agent Xxxxxx is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against the Placement Agent Xxxxxx or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 (the “Act”)), employees or agents. Unless otherwise expressly agreed in writing by the Placement AgentXxxxxx, no one other than the Company is authorized to rely upon this Agreement or any statement other statements or conduct of Xxxxxx, and no one other than the Placement Agent in connection with Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agent Xxxxxx to the Company in connection with the Placement Agent’s Xxxxxx’x engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agent Xxxxxx shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by Xxxxxx. The Company agrees that it will perform and comply with the Placement Agent. If any covenants and other obligations set forth in the purchase agreement and/or and related transaction documents are entered into between the Company and the investors in the Offering, the Placement Agent and that Xxxxxx will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agent Xxxxxx by the Company.

Limitation of Engagement to the Company. The Company acknowledges that the Placement Agent Rxxxxx has been retained only by the Company, that the Placement Agent Rxxxxx is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of the Placement Agent Rxxxxx is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against the Placement Agent Rxxxxx or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange ActAct of 1934), employees or agents. Unless otherwise expressly agreed in writing by the Placement AgentRxxxxx, no one other than the Company is authorized to rely upon this Agreement or any statement other statements or conduct of Rxxxxx, and no one other than the Placement Agent in connection with Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agent Rxxxxx to the Company in connection with the Placement Agent’s Rxxxxx’x engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agent Rxxxxx shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by Rxxxxx. The Company agrees that it will perform and comply with the Placement Agent. If any covenants and other obligations set forth in the purchase agreement and/or and related transaction documents are entered into between the Company and the investors in the Offering, the Placement Agent and that Rxxxxx will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agent Rxxxxx by the Company.

Limitation of Engagement to the Company. The Company acknowledges that the Placement Agent has been retained only by the Company, that the Placement Agent is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of the Placement Agent is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against the Placement Agent or any of its respective affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), employees or agents. Unless otherwise expressly agreed in writing by the Placement Agent, no one other than the Company is authorized to rely upon this Agreement or any statement other statements or conduct of the Placement Agent in connection with Agent, and no one other than the Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agent to the Company in connection with the Placement Agent’s engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agent shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by the Placement Agent. If any purchase agreement and/or related transaction documents are entered into between the Company and the investors in the OfferingAgent or its respective designees, the Placement Agent will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agent by the Companyaffiliates or sub-dealers.

Limitation of Engagement to the Company. The Company acknowledges that the Placement Agent Xxxxxx has been retained only by the Company, that the Placement Agent Xxxxxx is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s 's engagement of the Placement Agent Xxxxxx is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against the Placement Agent Xxxxxx or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents. Unless otherwise expressly agreed in writing by the Placement AgentXxxxxx, no one other than the Company is authorized to rely upon any statement or conduct of the Placement Agent Xxxxxx in connection with this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agent Xxxxxx to the Company in connection with the Placement Agent’s Xxxxxx'x engagement is intended solely for the benefit and use of the Company’s 's management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agent Xxxxxx shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by Xxxxxx. The Company agrees that it will perform and comply with the Placement Agent. If any covenants and other obligations set forth in the purchase agreement and/or and related transaction documents are entered into between the Company and the investors in the Offering, the Placement Agent if any, and that Xxxxxx will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agent Xxxxxx by the Company.

Limitation of Engagement to the Company. The Company acknowledges that the Placement Agent Xxxxxx has been retained only by the Company, that the Placement Agent Xxxxxx is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of the Placement Agent Xxxxxx is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against the Placement Agent Xxxxxx or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange ActAct of 1934), employees or agents. Unless otherwise expressly agreed in writing by the Placement AgentXxxxxx, no one other than the Company is authorized to rely upon this Agreement or any statement other statements or conduct of Xxxxxx, and no one other than the Placement Agent in connection with Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agent Xxxxxx to the Company in connection with the Placement Agent’s Xxxxxx’x engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agent Xxxxxx shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by Xxxxxx. The Company agrees that it will perform and comply with the Placement Agent. If any covenants and other obligations set forth in the purchase agreement and/or and related transaction documents are entered into between the Company and the investors in the OfferingOffering (the “Transaction Documents”), the Placement Agent and that Xxxxxx will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction documents the Transaction Documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agent Xxxxxx by the Company.