Common use of Placement Agents Clause in Contracts

Placement Agents. Each Purchaser hereby acknowledges and agrees that (a) each Placement Agent is acting solely as placement agent in connection with the execution, delivery and performance of the Transaction Agreements and the issuance of the Securities to Purchaser and neither the Placement Agents nor any of their respective affiliates have acted as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary or financial advisor for such Purchaser, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Agreements and the issuance and purchase of the Securities, (b) each Placement Agent has not made and does not make any representation or warranty, whether express or implied, of any kind or character, or has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Agreements or with respect to the Securities, nor is such information or advice necessary or desired, (c) each Placement Agent will not have any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction Agreements, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, and (d) each Placement Agent will not have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Purchaser, the Company or any other person or entity), whether in contract, tort or otherwise, to such Purchaser, or to any person claiming through it, in respect of the execution, delivery and performance of the Transaction Agreements, except in each case for such party’s own gross negligence, willful misconduct or bad faith. No disclosure or offering document has been prepared by the Placement Agents or any of their respective affiliates in connection with the offer and sale of the Securities. Neither the Placement Agents nor any of their respective affiliates have made or make any representation as to the quality or value of the Securities and the Placement Agents and any of their respective affiliates may have acquired non-public information with respect to the Company which Purchaser agrees need not be provided to it.

Placement Agents. Each Purchaser Such Investor hereby acknowledges and agrees that it has independently evaluated the merits of its decision to purchase the Securities, and that (ai) no disclosure or offering document has been prepared by the Placement Agents in connection with the offer and sale of the Securities, (ii) each Placement Agent is acting solely as placement agent in connection with the execution, delivery and performance of the Transaction Agreements Documents and the issuance of the Securities to Purchaser and neither the Placement Agents nor any of their respective affiliates have acted is not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary or financial advisor for such PurchaserInvestor, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Agreements and the issuance and purchase of the SecuritiesDocuments, (biii) the Placement Agents and each of their respective directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company or the Securities or the accuracy, completeness or adequacy of any information supplied to such Investor or by the Company, (iv) the Placement Agent has Agents have not made and does will not make any representation or warranty, whether express or implied, of any kind or character, or has character and have not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Agreements or with respect to Documents, and (v) the Securities, nor is such information or advice necessary or desired, (c) each Placement Agent Agents will not have any responsibility with respect to (ia) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction AgreementsDocuments, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (iib) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company. On behalf of itself and its affiliates, such Investor hereby (a) acknowledges that the Placement Agents shall have no liability or obligation to the Investors or their affiliates in respect of the Transaction Documents or the transactions contemplated thereby, (b) waives any claims that it otherwise might assert against the Placement Agents in respect of the transactions contemplated by the Transaction Documents, and (dc) each releases the Placement Agent will not have any liability or obligation (including without limitation, for or with Agents in respect to of any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Purchaser, the Company or any other person or entity), whether in contract, tort or otherwise, related to such Purchaser, or to any person claiming through it, in respect of the execution, delivery and performance of the Transaction Agreements, except in each case for such party’s own gross negligence, willful misconduct Documents or bad faith. No disclosure or offering document has been prepared by the Placement Agents or any of their respective affiliates in connection with the offer and sale of the Securities. Neither the Placement Agents nor any of their respective affiliates have made or make any representation as to the quality or value of the Securities and the Placement Agents and any of their respective affiliates may have acquired non-public information with respect to the Company which Purchaser agrees need not be provided to ittransactions contemplated thereby.

Placement Agents. Each Purchaser The Subscriber hereby acknowledges and agrees for the express benefit of each Placement Agent that (a) each Placement Agent is acting solely as a placement agent for the Company in connection with the execution, delivery and performance of the Transaction Agreements and the issuance of the Securities to Purchaser and neither the Placement Agents nor any of their respective affiliates have acted is not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary or financial advisor for such PurchaserSubscriber, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Agreements and the issuance and purchase of the SecuritiesAgreements, (b) each no Placement Agent, its affiliates or representatives shall be liable for any improper payment made in accordance with the information provided by the Company, (c) no Placement Agent has not made and does not or will make any representation or warranty, whether express or implied, of any kind or character, or character and has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Agreements or with respect to the Securities, nor is such information or advice necessary or desiredAgreements, (cd) each no Placement Agent will not have any responsibility with respect to any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement, including (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction Agreements, or any of the documents furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the CompanyCompany or the execution, delivery and performance of the Agreements, or (iii) any valuation, offering or marketing materials, or any omissions from such materials, and (de) each no Placement Agent Agent, its affiliates or representatives will not have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such PurchaserSubscriber, the Company or any other person or entity), whether in contract, tort or otherwise, to such PurchaserSubscriber, or to any person claiming through it, in respect of the execution, delivery and performance of the Transaction Agreements, except in each case Agreements or for such party’s own gross negligence, willful misconduct or bad faith. No disclosure or offering document has been prepared by the Placement Agents or any of their respective affiliates anything otherwise in connection with the offer and sale issuance of the Securities. Neither Each party hereto agrees for the express benefit of each Placement Agents nor Agent that each Placement Agent, its affiliates and representatives shall be entitled to rely on, and shall be protected in acting upon, any of their respective affiliates have made certificate, instrument, opinion, notice, letter or make any representation as other document delivered to the quality each Placement Agent or value any Subscriber by or on behalf of the Securities and the Placement Agents and any of their respective affiliates may have acquired non-public information with respect to the Company which Purchaser agrees need not be provided to itCompany.

Placement Agents. Each Such Purchaser hereby acknowledges and agrees that (a) each Placement Agent is acting solely as placement agent in connection with the execution, delivery and performance of the Transaction Agreements and the issuance of the Securities to Purchaser and neither the Placement Agents nor any of their respective affiliates have acted as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary or financial advisor for such Purchaser, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Agreements and the issuance and purchase of the Securities, (b) each Placement Agent has not made and does not make any representation or warranty, whether express or implied, of any kind or character, or has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Agreements or with respect to the Securities, nor is such information or advice necessary or desired, (c) each Placement Agent will not have any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction Agreements, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, and (d) each Placement Agent will not have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Purchaser, the Company or any other person or entity), whether in contract, tort or otherwise, to such Purchaser, or to any person claiming through it, in respect of the execution, delivery and performance of the Transaction Agreements, except in each case for such party’s own gross negligence, willful misconduct or bad faith. No disclosure or offering document has been prepared by the Placement Agents or any of their respective affiliates in connection with the offer and sale of the Securities. Neither the Placement Agents nor any of their respective affiliates have made or make any representation as to the quality or value of the Securities and the Placement Agents and any of their respective affiliates may have acquired non-public information with respect to the Company which Purchaser agrees need not be provided to it.

Placement Agents. Each Purchaser hereby acknowledges and agrees that (a) each Placement Agent is acting solely as placement agent in connection with the execution, delivery and performance of the Transaction Agreements and the issuance of the Securities to Purchaser and neither the Placement Agents nor any of their respective affiliates have acted as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary or financial advisor for such Purchaser, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Agreements and the issuance and purchase of the Securities, (b) each Placement Agent has not made and does will not make any representation or warranty, whether express or implied, of any kind or character, or and has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Agreements or with respect to the Securities, nor is such information or advice necessary or desired, (c) each Placement Agent will not have any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction Agreements, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, and (d) each Placement Agent will not have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Purchaser, the Company or any other person or entity), whether in contract, tort or otherwise, to such Purchaser, or to any person claiming through it, in respect of the execution, delivery and performance of the Transaction AgreementsAgreements and the issuance and purchase of the Securities, except except, in each case case, for such partyPlacement Agent’s own gross negligence, willful misconduct or bad faith. No disclosure or offering document has been prepared by the Placement Agents or any of their respective affiliates in connection with the offer and sale of the Securities. The Placement Agents shall have no liability or obligation on or with respect to the accuracy or completeness, as of any date, of any information set forth in, or any omission from, any valuation or other materials that may have been provided or made available to such Purchaser in connection with the Transaction Agreements or the issuance and purchase of the Securities. Neither the Placement Agents nor any of their respective affiliates have made or make any representation as to the quality or value of the Securities and the Placement Agents and any of their respective affiliates may have acquired non-public information with respect to the Company which Purchaser agrees need not be provided to it.

Placement Agents. Each Purchaser Investor hereby acknowledges and agrees that (a) each Placement Agent is acting solely as placement agent in connection with the execution, delivery and performance of the Transaction Agreements and the issuance of the Securities to Purchaser the Investor and neither the any Placement Agents Agent nor any of their respective its affiliates have acted as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary or financial advisor for such PurchaserInvestor, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Agreements and the issuance and purchase of the Securities, (b) each no Placement Agent has not made and does not make any representation or warranty, whether express or implied, of any kind or character, or has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Agreements or with respect to the Securities, nor is such information or advice necessary or desired, (c) each no Placement Agent will not have any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction Agreements, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, and (d) each no Placement Agent will not have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such PurchaserInvestor, the Company or any other person or entity), whether in contract, tort or otherwise, to such PurchaserInvestor, or to any person claiming through it, in respect of the execution, delivery and performance of the Transaction Agreements, except in each case for such party’s own gross negligence, willful misconduct or bad faith. No disclosure or offering document has been prepared by the any Placement Agents Agent or any of their respective its affiliates in connection with the offer and sale of the Securities. Neither the Placement Agents nor any of their respective affiliates have made or make any representation as to the quality or value of the Securities and the Placement Agents and any of their respective affiliates may have acquired non-public information with respect to the Company which Purchaser the Investor agrees need not be provided to it.

Placement Agents. Each Purchaser hereby acknowledges and agrees that (a) each Placement Agent is acting solely as placement agent the Company’s Placement Agent in connection with the execution, delivery and performance of the Transaction Agreements and the issuance and sale of the Securities to Purchaser Shares and neither none of the Placement Agents nor any of their respective affiliates have Affiliates has acted or is acting as an underwriter or in any other capacity and is have not acted as financial advisor or fiduciary for such Purchaser and shall not be construed as a fiduciary or financial advisor for such Purchaser, the Company or any other person or entity Person in connection with the execution, delivery and performance of the Transaction Agreements and the issuance and purchase of the SecuritiesShares, (b) each none of the Placement Agent has not Agents nor any of their respective Affiliates, agents, representatives or counsel have made and does do not make any representation or warranty, whether express or implied, of any kind or character, including any representation or has warranty as to the quality or value of the Shares, and have not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Agreements or with respect to the SecuritiesShares, nor is such information advice or advice recommendation necessary or desired, (c) each no disclosure or offering document has been prepared in connection with the offer and sale of the Shares by the Placement Agent Agents or any of their respective Affiliates, agents, representatives or counsel, (d) none of the Placement Agents nor any of their respective Affiliates, agents, representatives or counsel have or will not have any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction Agreements, or the execution, legality, validity or enforceability (with respect to any personPerson) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the CompanyCompany or the transactions contemplated by this Agreement or (iii) the accuracy, and completeness or adequacy of any information or materials furnished to such Purchaser in connection with the transactions contemplated by the Transaction Agreements, (d) each none of the Placement Agent will not Agents nor any of their respective Affiliates shall have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Purchaser, the Company or any other person or entityPerson), whether in contract, tort or otherwise, to such Purchaser, or to any person claiming through it, in respect of the execution, delivery and performance of the Transaction Agreements, except in each case for such party’s own gross negligence, willful misconduct or bad faith. No disclosure or offering document has been prepared by the Placement Agents or , (e) any of their respective affiliates in connection with the offer and sale of the Securities. Neither the Placement Agents nor any of their respective affiliates have made or make any representation as to the quality or value of the Securities and the Placement Agents and any of their respective affiliates Affiliates, agents, representatives or counsel may have acquired non-public information with respect to the Company Company, which Purchaser Xxxxxxxxx agrees need not be provided to itit and (f) none of the Placement Agents nor any of their respective directors, officers, employees, representatives and controlling persons has made any independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the Placement Agent or to the Purchaser by the Company.

Placement Agents. Each Purchaser Such Investor hereby acknowledges and agrees that (a) each of the Placement Agent Agents is acting solely as placement agent in connection with the execution, delivery and performance of the Transaction Agreements Documents and the issuance of the Securities to Purchaser and neither the Placement Agents nor any of their respective affiliates have acted is not acting as an underwriter underwriter, initial purchaser, dealer or in any other such capacity and is not and shall not be construed as a fiduciary or financial advisor for such PurchaserInvestor, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Agreements and the issuance and purchase of the SecuritiesDocuments, (b) each it is not relying upon, and has not relied upon, any statement, representation or warranty made by either Placement Agent, any of their respective affiliates or any of their control persons, officers, directors and employees, in making its investment or decision to invest in the Company, (c) no Placement Agent has not made and does not or will make any representation or warranty, whether express or implied, of any kind or character, or has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Agreements or with respect to the Securities, nor is such information or advice necessary or desiredDocuments, (cd) each no Placement Agent will not have any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction AgreementsDocuments, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, and (de) each no Placement Agent will not have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such PurchaserInvestor, the Company or any other person or entity), whether in contract, tort or otherwise, to such PurchaserInvestor, or to any person claiming through it, in respect of any action heretofore or hereafter taken or omitted to be taken by any of them in connection with any Investor’s purchase of the Placement Securities or the execution, delivery and performance of the Transaction Agreements, except in each case for such party’s own gross negligence, willful misconduct or bad faith. No disclosure or offering document has been prepared by the Placement Agents or any of their respective affiliates in connection with the offer and sale of the Securities. Neither the Placement Agents nor any of their respective affiliates have made or make any representation as to the quality or value of the Securities and the Placement Agents and any of their respective affiliates may have acquired non-public information with respect to the Company which Purchaser agrees need not be provided to itDocuments.

Placement Agents. Each Purchaser Such Investor hereby acknowledges and agrees that it has independently evaluated the merits of its decision to purchase the Securities and that (ai) each Placement Agent is acting solely as placement agent in connection with the execution, delivery and performance of the Transaction Agreements Documents and the issuance of the Securities to Purchaser and neither the Placement Agents nor any of their respective affiliates have acted is not acting as an underwriter underwriter, initial purchaser, dealer or in any such other capacity and is not and shall not be construed as a fiduciary or financial advisor for such PurchaserInvestor, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Agreements and the issuance and purchase of the SecuritiesDocuments, (bii) it is not relying upon, and has not relied upon, any statement, representation or warranty made by either Placement Agent, any of their respective affiliates or any of their control persons, officers, directors and employees, in making its investment or decision to invest in the Company, (iii) each Placement Agent has not made and does not nor will make any representation or warranty, whether express or implied, of any kind or character, or character and each Placement Agent has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Agreements or with respect to the Securities, nor is such information or advice necessary or desiredDocuments, (civ) each Placement Agent will not have any responsibility with respect to (iA) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction AgreementsDocuments, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (iiB) the business, affairs, financial condition, operations, operations or properties or prospects of, or any other matter concerning the Company, and (dv) each no Placement Agent will not have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such PurchaserInvestor, the Company or any other person or entity), whether in contract, tort or otherwise, to such PurchaserInvestor, or to any person claiming through it, in respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with any Investor’s purchase of the Securities or the execution, delivery and performance of the Transaction Agreements, except in each case for such party’s own gross negligence, willful misconduct or bad faith. No disclosure or offering document has been prepared by the Placement Agents or any of their respective affiliates in connection with the offer and sale of the Securities. Neither the Placement Agents nor any of their respective affiliates have made or make any representation as to the quality or value of the Securities and the Placement Agents and any of their respective affiliates may have acquired non-public information with respect to the Company which Purchaser agrees need not be provided to itDocuments.

Placement Agents. Each Purchaser hereby acknowledges and party hereto agrees that (a) each Placement Agent is acting solely as placement agent in connection with for the execution, delivery and performance express benefit of the Transaction Agreements Placement Agents, their affiliates and the issuance of the Securities to Purchaser and neither their representatives that: Neither the Placement Agents nor any of their respective affiliates or any of their respective representatives (1) have acted any duties or obligations other than those specifically set forth herein or in the respective engagement letter between the SPAC and each Placement Agent (each, an “Engagement Letter”) and are acting solely as an underwriter the SPAC’s placement agents and are not acting as underwriters or in any other capacity and is are not and shall not be construed as a fiduciary or financial advisor for such Purchaserthe Anchor Subscriber, the Company Sponsor, the SPAC or the Issuer or any other person or entity in connection with the executiontransactions contemplated herein; (2) shall be liable for any improper payment made in accordance with the information provided by the Sponsor, delivery and performance of the Transaction Agreements and SPAC or the issuance and purchase of the Securities, Issuer; (b3) each Placement Agent has not made and does not make any representation representation, warranty or warranty, whether express or implied, of any kind or characteragreement, or has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Agreements or with respect to the Securities, nor is such information or advice necessary or desired, (c) each Placement Agent will not have any responsibility with respect responsibilities as to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction Agreements, or the execution, legality, validity validity, enforceability, accuracy, value or enforceability (genuineness of any information, certificates or documentation delivered by or on behalf of the Sponsor, the SPAC or the Issuer pursuant to this Agreement or in connection with respect any of the transactions contemplated herein or any documents related to any person) thereof, such transactions; or (ii4) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, and (d) each Placement Agent will not have any liability or obligation shall be liable (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Purchaserthe Sponsor, the Company SPAC or any other person or entitythe Issuer), whether in contract, tort tort, or otherwise, to such Purchaserthe Anchor Subscriber, or to any person claiming through itthe Anchor Subscriber, in respect of the execution, delivery and performance any of the Transaction Agreements, except in each case for such party’s own gross negligence, willful misconduct or bad faithtransactions contemplated herein. No disclosure or offering document has been prepared by the The Placement Agents or any of and their respective affiliates and their respective representatives shall be entitled to rely on, and shall be protected in connection with the offer and sale acting upon, any certificate, instrument, opinion, notice, letter or any other document or security delivered to any of them by or on behalf of the Securities. Neither Sponsor, the Placement Agents nor any of their respective affiliates have made SPAC or make any representation as to the quality or value of the Securities and the Placement Agents and any of their respective affiliates may have acquired non-public information with respect to the Company which Purchaser agrees need not be provided to itIssuer.

Placement Agents. Each The Purchaser hereby acknowledges and agrees that it has independently evaluated the merits of its decision to purchase the Securities, and that (ai) each the Placement Agent is Agents are acting solely as placement agent agents in connection with the execution, delivery and performance of the Transaction Agreements Documents and the issuance of the Securities to Purchaser and neither the Placement Agents nor any of their respective affiliates have acted each is not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary or financial advisor for such the Purchaser, the Company or any other person or entity Person in connection with the execution, delivery and performance of the Transaction Agreements and the issuance and purchase of the SecuritiesDocuments, (bii) each the Placement Agent has Agents have not made and does will not make any representation or warranty, whether express or implied, of any kind or character, or character and has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Agreements or with respect to Documents and (iii) the Securities, nor is such information or advice necessary or desired, (c) each Placement Agent Agents will not have any responsibility with respect to (iA) any representations, warranties or agreements made by any person or entity Person under or in connection with the execution, delivery and performance of the Transaction AgreementsDocuments, or the execution, legality, validity or enforceability (with respect to any personPerson) thereof, or (iiB) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company, ’s representations and (d) each Placement Agent will not have warranties contained in this Agreement or any liability representations and warranties contained in any other Transaction Document or obligation (including without limitationany other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses locating or disbursements incurred by such Purchaser, borrowing shares in order to effect Short Sales or similar transactions in the Company or any other person or entity), whether in contract, tort or otherwise, to such Purchaser, or to any person claiming through it, in respect of the execution, delivery and performance of the Transaction Agreements, except in each case for such party’s own gross negligence, willful misconduct or bad faith. No disclosure or offering document has been prepared by the Placement Agents or any of their respective affiliates in connection with the offer and sale of the Securities. Neither the Placement Agents nor any of their respective affiliates have made or make any representation as to the quality or value of the Securities and the Placement Agents and any of their respective affiliates may have acquired non-public information with respect to the Company which Purchaser agrees need not be provided to itfuture.

Placement Agents. Each Purchaser Such Investor hereby acknowledges and agrees that it has independently evaluated the merits of its decision to purchase the Securities and that (ai) each Placement Agent is acting solely as placement agent in connection with the execution, delivery and performance of the Transaction Agreements Documents and the issuance of the Securities to Purchaser and neither the Placement Agents nor any of their respective affiliates have acted is not acting as an underwriter underwriter, initial purchaser, dealer or in any such other capacity and is not and shall not be construed as a fiduciary or financial advisor for such PurchaserInvestor, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Agreements and the issuance and purchase of the SecuritiesDocuments, (bii) it is not relying upon, and has not relied upon, any statement, representation or warranty made by either Placement Agent, any of their respective affiliates or any of their control persons, officers, directors and employees, in making its investment or decision to invest in the Company, (iii) each Placement Agent has not made and does not nor will make any representation or warranty, whether express or implied, of any kind or character, or character and each Placement Agent has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Agreements or with respect to the Securities, nor is such information or advice necessary or desiredDocuments, (civ) each Placement Agent will not have any responsibility with respect to (iA) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction AgreementsDocuments, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (iiB) the business, affairs, financial condition, operations, operations or properties or prospects of, or any other matter concerning the Company, and (dv) each no Placement Agent will not have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such PurchaserInvestor, the Company or any other person or entity), whether in contract, tort or otherwise, to such PurchaserInvestor, or to any person claiming through it, in respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with any Investor’s purchase of the Securities or the execution, delivery and performance of the Transaction AgreementsDocuments. 5.13 No Government Recommendation or Approval. Such Investor understands that no United States federal or state agency, except in each case for such party’s own gross negligenceor similar agency of any other country, willful misconduct has reviewed, approved, passed upon, or bad faith. No disclosure made any recommendation or offering document has been prepared by endorsement of the Placement Agents Company or any of their respective affiliates in connection with the offer and sale purchase of the Securities. Neither the Placement Agents nor any of their respective affiliates have made or make any representation as to the quality or value of the Securities and the Placement Agents and any of their respective affiliates may have acquired non-public information 5.14 Residency. Such Investor’s office in which its investment decision with respect to the Company which Purchaser agrees need not be provided to itSecurities was made is located at the address immediately below such Investor’s name on its signature page hereto.

Placement Agents. Each Purchaser hereby acknowledges and agrees that (a) each Placement Agent is acting solely as placement agent in connection with the execution, delivery and performance of transactions contemplated by the Transaction Agreements and the issuance of the Securities to Purchaser and neither the any Placement Agents Agent nor any of their respective its affiliates have acted as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary or financial advisor for such Purchaser, the Company or any other person or entity in connection with the execution, delivery and performance of transactions contemplated by the Transaction Agreements and the issuance and purchase of the SecuritiesAgreements, (b) each Placement Agent has not made and does not make any representation or warranty, whether express or implied, of any kind or character, or has not provided any advice or recommendation to the Purchaser in connection with the execution, delivery and performance of transactions contemplated by the Transaction Agreements or with respect to the SecuritiesAgreements, nor is such information or advice necessary or desired, and such Purchaser is not relying upon, and has not relied upon, any statement, representation or warranty made by any Placement Agent, any of its affiliates or any of its control persons, officers, directors and employees, in making its investment or decision to invest in the Company, (c) each Placement Agent will not have any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of transactions contemplated by the Transaction Agreements, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, and (d) each Placement Agent will not have any liability or obligation (including without limitationincluding, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Purchaser, the Company or any other person or entity), whether in contract, tort or otherwise, to such Purchaser, or to any person claiming through it, in respect of the execution, delivery transactions contemplated by the Transaction Agreements and performance no Placement Agent shall be liable to any Purchaser for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with any Purchaser’s purchase of the Transaction Agreements, except in each case for such party’s own gross negligence, willful misconduct or bad faithShares. No disclosure or offering document has been prepared by the Placement Agents or any of their respective affiliates in connection with the offer and sale of the SecuritiesShares. Neither the Placement Agents nor any of their respective affiliates have made or make any representation as to the quality or value of the Securities Shares and the Placement Agents and any of their respective affiliates may have acquired non-public information with respect to the Company which Purchaser agrees need not be provided to it.

Placement Agents. Each Such Purchaser hereby acknowledges and agrees that (a) each Placement Agent is acting solely as the Company’s placement agent in connection with the execution, delivery and performance of the Transaction Agreements and the issuance of the Securities to such Purchaser and neither the Placement Agents nor any of their respective affiliates have acted as an underwriter or in any other capacity and is not and shall not be construed as a 26 fiduciary or financial advisor for such Purchaser, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Agreements and the issuance and purchase of the Securities, (b) each Placement Agent has not made and does will not make any representation or warranty, whether express or implied, of any kind or character, or has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Agreements or with respect to the Securities, nor is such information or advice necessary or desired, (c) each Placement Agent will not have any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction Agreements, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, and (d) each Placement Agent will not have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Purchaser, the Company or any other person or entity), whether in contract, tort or otherwise, to such Purchaser, or to any person claiming through it, in respect of the execution, delivery and performance of the Transaction Agreements, except in each case for such party’s own gross negligence, willful misconduct or bad faith. No disclosure or offering document has been prepared by the Placement Agents or any of their respective affiliates affiliates, agents, representatives or counsel in connection with the offer and sale of the Securities. Neither the Placement Agents nor any of their respective affiliates affiliates, agents, representatives or counsel have made or make any representation as to the quality or value of the Securities and the Placement Agents and any of their respective affiliates affiliates, agents, representatives or counsel may have acquired non-public information with respect to the Company which Purchaser agrees need not be provided to it. Neither of the Placement Agents nor any of their respective affiliates, agents, representatives or counsel has any responsibility with respect to the completeness or accuracy of any information or materials furnished to such Purchaser in connection with the transactions contemplated by the Transaction Agreements.

Placement Agents. Each Purchaser hereby party hereto acknowledges and agrees that for the express benefit of each of the Placement Agents, their affiliates and their representatives that: (a) each of the Placement Agent Agents is acting solely as placement agent in connection with the execution, delivery and performance of the Transaction Agreements Documents and the issuance of the Securities to Purchaser and neither the Placement Agents nor any of their respective affiliates have acted is not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary or financial advisor for such PurchaserInvestor, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Agreements and the issuance and purchase of the Securities, Documents, (b) each no Placement Agent has not made and does not no Placement Agent will make any representation or warranty, whether express or implied, of any kind or character, or character and has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Agreements or with respect to the Securities, nor is such information or advice necessary or desired, Documents, (c) each no Placement Agent will not have any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction AgreementsDocuments, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, and , (d) each no Placement Agent will not have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such PurchaserInvestor, the Company or any other person or entity), whether in contract, tort or otherwise, to such Purchaserparty, or to any person claiming through it, in respect of (i) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the executiondiscretion or rights or powers conferred upon it by this Agreement or any Transaction Document or (ii) for anything which any of them may do or refrain from doing in connection with this Agreement or any Transaction Document, delivery and performance and (e) each of the Transaction AgreementsPlacement Agents, except their affiliates and their representatives shall be entitled to (1) rely on, and shall be protected in each case acting upon, the representations and warranties made by the parties hereto in this Agreement, and on any certificate, opinion, instrument, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, and (2) be indemnified by the Company for such party’s own gross negligence, willful misconduct or bad faith. No disclosure or offering document has been prepared by acting as the Placement Agents or any of their respective affiliates in connection with the offer and sale of the Securities. Neither the Placement Agents nor any of their respective affiliates have made or make any representation as hereunder pursuant to the quality or value indemnification provisions set forth in the engagement letter, dated as of November 14, 2014, among the Securities Company and the Placement Agents and any of their respective affiliates may have acquired non-public information with respect to the Company which Purchaser agrees need not be provided to itAgents.

Placement Agents. Each Purchaser Such Investor hereby acknowledges and agrees that it has independently evaluated the merits of its decision to purchase the Shares and that (ai) each Placement Agent is acting solely as placement agent in connection with the execution, delivery and performance of the Transaction Agreements Documents and the issuance of the Securities to Purchaser and neither the Placement Agents nor any of their respective affiliates have acted is not acting as an underwriter underwriter, initial purchaser, dealer or in any such other capacity and is not and shall not be construed as a fiduciary or financial advisor for such PurchaserInvestor, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Agreements and the issuance and purchase of the SecuritiesDocuments, (bii) it is not relying upon, and has not relied upon, any statement, representation or warranty made by either Placement Agent, any of their respective affiliates or any of their control persons, officers, directors and employees, in making its investment or decision to invest in the Company, (iii) each Placement Agent has not made and does not nor will make any representation or warranty, whether express or implied, of any kind or character, or character and each Placement Agent has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Agreements or with respect to the Securities, nor is such information or advice necessary or desiredDocuments, (civ) each Placement Agent will not have any responsibility with respect to (iA) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction AgreementsDocuments, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (iiB) the business, affairs, financial condition, operations, operations or properties or prospects of, or any other matter concerning the Company, and (dv) each no Placement Agent will not have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such PurchaserInvestor, the Company or any other person or entity), whether in contract, tort or otherwise, to such PurchaserInvestor, or to any person claiming through it, in respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with any Investor’s purchase of the Shares or the execution, delivery and performance of the Transaction Agreements, except in each case for such party’s own gross negligence, willful misconduct or bad faith. No disclosure or offering document has been prepared by the Placement Agents or any of their respective affiliates in connection with the offer and sale of the Securities. Neither the Placement Agents nor any of their respective affiliates have made or make any representation as to the quality or value of the Securities and the Placement Agents and any of their respective affiliates may have acquired non-public information with respect to the Company which Purchaser agrees need not be provided to itDocuments.

Placement Agents. Each Such Purchaser hereby acknowledges and agrees that it has independently evaluated the merits of its decision to purchase the Securities, and that (a) each the Placement Agent is Agents are acting solely as placement agent agents in connection with the execution, delivery and performance of the Transaction Agreements Documents and the issuance of the Securities to Purchaser and neither the Placement Agents nor any of their respective affiliates have acted are not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary or financial advisor for such Purchaser, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Agreements and the issuance and purchase of the SecuritiesDocuments, (b) each the Placement Agent has Agents have not made and does will not make any representation or warranty, whether express or implied, of any kind or character, or character and has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Agreements or with respect to the Securities, nor is such information or advice necessary or desiredDocuments, (c) each the Placement Agent Agents will not have any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction AgreementsDocuments, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, Company and (d) each such Purchaser hereby waives any claims that it otherwise might assert against the Placement Agent will not have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Purchaser, the Company or any other person or entity), whether in contract, tort or otherwise, to such Purchaser, or to any person claiming through it, Agents in respect of the execution, delivery and performance of transactions contemplated by the Transaction AgreementsDocuments. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, except amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in each case for such party’s own gross negligence, willful misconduct or bad faith. No disclosure or offering document has been prepared by the Placement Agents this Agreement or any of their respective affiliates representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the offer and sale consummation of the Securitiestransactions contemplated hereby. Neither Notwithstanding the Placement Agents nor foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any of their respective affiliates have made or make any representation as to the quality or value of the Securities and the Placement Agents and any of their respective affiliates may have acquired non-public information actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the Company which Purchaser agrees need not be provided to itfuture.

Placement Agents. Each The Purchaser hereby acknowledges and agrees that (a) each the Placement Agent is Agents are acting solely as placement agent agents in connection with the execution, delivery and performance of the Transaction Agreements Documents and the issuance of the Securities to Purchaser and neither the Placement Agents nor any of their respective affiliates have acted is not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary or financial advisor for such the Purchaser, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Agreements and the issuance and purchase of the SecuritiesDocuments, (b) each the Placement Agent has Agents have not made and does will not make any representation or warranty, whether express or implied, of any kind or character, or and has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Agreements or with respect to the Securities, nor is such information or advice necessary or desiredDocuments, (c) each the Purchaser, in making its investment decision with respect to whether to whether to invest in the Securities has relied in its own analysis and decision, and has not relied on the Placement Agent Agents or their respective representatives for any purpose, (d) the Placement Agents will not have any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction AgreementsDocuments, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, and (de) each the Placement Agent Agents will not have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such the Purchaser, the Company or any other person or entity), whether in contract, tort or otherwise, to such the Purchaser, or to any person claiming through it, in respect of the execution, delivery and performance of the Transaction Agreements, except in each case for such party’s own gross negligence, willful misconduct or bad faith. No disclosure or offering document has been prepared by the Placement Agents or any of their respective affiliates in connection with the offer and sale of the Securities. Neither the Placement Agents nor any of their respective affiliates have made or make any representation as to the quality or value of the Securities and the Placement Agents and any of their respective affiliates may have acquired non-public information with respect to the Company which Purchaser agrees need not be provided to itDocuments.

Placement Agents. Each Purchaser Such Investor hereby acknowledges and agrees that (a) each of the Placement Agent Agents is acting solely as placement agent in connection with the execution, delivery and performance of the Transaction Agreements Documents and the issuance of the Securities to Purchaser and neither the Placement Agents nor any of their respective affiliates have acted is not acting as an underwriter underwriter, initial purchaser, dealer or in any other such capacity and is not and shall not be construed as a fiduciary or financial advisor or fiduciary for such PurchaserInvestor, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Agreements and the issuance and purchase of the SecuritiesDocuments, (b) each it is not relying upon, and has not relied upon, any statement, representation or warranty made by either Placement Agent, any of their respective affiliates or any of their control persons, officers, directors and employees, in making its investment or decision to invest in the Company, (c) no disclosure or offering document has been prepared in connection with the offer and sale of the Securities by the Placement Agents or any of their affiliates, (d) no Placement Agent has not made and does not no Placement Agent will make any representation or warranty, whether express or implied, of any kind or character, or and no Placement Agent has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Agreements or with respect to the Securities, nor is such information or advice necessary or desiredDocuments, (ce) each no Placement Agent will not have any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction AgreementsDocuments, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, and (df) each no Placement Agent will not have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such PurchaserInvestor, the Company or any other person or entity), whether in contract, tort or otherwise, to such PurchaserInvestor, or to any person claiming through it, in respect of any action heretofore or hereafter taken or omitted to be taken by any of them in connection with any Investor’s purchase of the Placement Securities or the execution, delivery and performance of the Transaction AgreementsDocuments, except in each case for such party’s own gross negligence, willful misconduct or bad faith. No disclosure or offering document has been prepared by the Placement Agents or any of their respective affiliates in connection with the offer and sale of the Securities. Neither the Placement Agents nor any of their respective affiliates have made or make any representation as to the quality or value of the Securities and (g) the Placement Agents and any of their respective affiliates may directors, officers, employees, representatives and controlling persons have acquired non-public information made no independent investigation with respect to the Company which Purchaser agrees need not be provided Company, such Investor or the Shares or the accuracy, completeness or adequacy of any information supplied to itthe Placement Agent by the Company.

Placement Agents. Each Purchaser Investor hereby acknowledges and agrees that (a) each the Placement Agent is Agents are acting solely as placement agent agents in connection with the execution, delivery and performance of the Transaction Agreements and the issuance of the Securities to Purchaser Investor and neither the Placement Agents nor any of their respective affiliates have acted as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary or financial advisor for such PurchaserInvestor, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Agreements and the issuance and purchase of the Securities, (b) each the Placement Agent has Agents have not made and does do not make any representation or warranty, whether express or implied, of any kind or character, or has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Agreements or with respect to the Securities, nor is such information or advice necessary or desired, (c) each the Placement Agent Agents will not have any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction Agreements, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, and (d) each the Placement Agent Agents will not have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such PurchaserInvestor, the Company or any other person or entity), whether in contract, tort or otherwise, to such PurchaserInvestor, or to any person claiming through it, in respect of the execution, delivery and performance of the Transaction Agreements, except in each case for such party’s own gross negligence, willful misconduct or bad faith. No disclosure or offering document has been prepared by the Placement Agents or any of their respective its affiliates in connection with the offer and sale of the Securities. Neither the Placement Agents nor any of their respective affiliates have made or make any representation as to the quality or value of the Securities and the Placement Agents and any of their respective affiliates may have acquired non-public information with respect to the Company which Purchaser Investor agrees need not be provided to it.

Placement Agents. Each Purchaser hereby acknowledges and agrees that (a) each Placement Agent is acting solely as placement agent in connection with the execution, delivery and performance of the Transaction Agreements and the issuance of the Securities Shares to Purchaser and neither the Placement Agents nor any of their respective affiliates have acted as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary or financial advisor for such Purchaser, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Agreements and the issuance and purchase of the SecuritiesShares, (b) each Placement Agent has not made and does not make any representation or warranty, whether express or implied, of any kind or character, or has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Agreements or with respect to the SecuritiesShares, nor is such information or advice necessary or desired, (c) each Placement Agent will not have any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction Agreements, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, and (d) each Placement Agent will not have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Purchaser, the Company or any other person or entity), whether in contract, tort or otherwise, to such Purchaser, or to any person claiming through it, in respect of the execution, delivery and performance of the Transaction Agreements, except in each case for such party’s own gross negligence, willful misconduct or bad faith. No disclosure or offering document has been prepared by the Placement Agents or any of their respective affiliates affiliates, agents, representatives or counsel in connection with the offer and sale of the SecuritiesShares. Neither the Placement Agents Agent nor any of their respective affiliates affiliates, agents, representatives or counsel have made or make any representation as to the quality or value of the Securities Shares and the Placement Agents and any of their respective affiliates affiliates, agents, representatives or counsel may have acquired non-public information with respect to the Company which Purchaser agrees need not be provided to it. Neither the Placement Agents nor any of their respective affiliates, agents, representatives or counsel has any responsibility with respect to the completeness or accuracy of any information or materials furnished to such Purchaser in connection with the transactions contemplated by the Transaction Agreements.

Placement Agents. Each Purchaser hereby acknowledges and agrees that (a) each Placement Agent is acting solely as placement agent in connection with the execution, delivery and performance of the Transaction Agreements and the issuance of the Securities Shares to Purchaser and neither the Placement Agents nor any of their respective affiliates have acted as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary or financial advisor for such Purchaser, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Agreements and the issuance and purchase of the SecuritiesShares, (b) each Placement Agent has not made and does not make any representation or warranty, whether express or implied, of any kind or character, or has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Agreements or with respect to the SecuritiesShares, nor is such information or advice necessary or desired, (c) each Placement Agent will not have any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction Agreements, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, and (d) each Placement Agent will not have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Purchaser, the Company or any other person or entity), whether in contract, tort or otherwise, to such Purchaser, or to any person claiming through it, in respect of the execution, delivery and performance of the Transaction Agreements, except in each case for such party’s own gross negligence, willful misconduct or bad faith. No disclosure or offering document has been prepared by the Placement Agents or any of their respective affiliates affiliates, agents, representatives or counsel in connection with the offer and sale of the SecuritiesShares. Neither the Placement Agents nor any of their respective affiliates affiliates, agents, representatives or counsel have made or make any representation as to the quality or value of the Securities Shares and the Placement Agents and any of their respective affiliates affiliates, agents, representatives or counsel may have acquired non-public information with respect to the Company which Purchaser agrees need not be provided to it. Neither of the Placement Agents nor any of their respective affiliates, agents, representatives or counsel has any responsibility with respect to the completeness or accuracy of any information or materials furnished to such Purchaser in connection with the transactions contemplated by the Transaction Agreements.

Placement Agents. Each Purchaser hereby acknowledges and agrees that (a) each Placement Agent is acting solely as placement agent in connection with the execution, delivery and performance of the Transaction Agreements and the issuance of the Securities Shares to Purchaser and neither the Placement Agents nor any of their respective affiliates have acted as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary or financial advisor for such Purchaser, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Agreements and the issuance and purchase of the SecuritiesShares, (b) each Placement Agent has not made and does not make any representation or warranty, whether express or implied, of any kind or character, or has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Agreements or with respect to the SecuritiesShares, nor is such information or advice necessary or desired, (c) each Placement Agent will not have any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction Agreements, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, and (d) each Placement Agent Agent, its affiliates or any of its or their control persons, officers, directors or employees, will not have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Purchaser, the Company or any other person or entity), whether in contract, tort or otherwise, to such Purchaser, or to any person claiming through it, in respect of the execution, delivery and performance of the Transaction Agreements, except in each case for such party’s own gross negligence, willful misconduct or bad faith. No disclosure or offering document has been prepared by the Placement Agents or any of their respective affiliates in connection with the offer and sale of the SecuritiesShares. Neither the Placement Agents nor any of their respective affiliates have made or make any representation as to the quality or value of the Securities Shares and the Placement Agents and any of their respective affiliates may have acquired non-public information with respect to the Company which Purchaser agrees need not be provided to it.

Placement Agents. Each Purchaser hereby acknowledges and agrees that (a) each the Placement Agent is Agents are acting solely as placement agent agents in connection with the execution, delivery and performance of the Transaction Agreements and the issuance of the Securities to Purchaser the Purchasers and neither the Placement Agents nor any of their respective affiliates Affiliates have acted as an underwriter or in any other capacity and is are not and shall not be construed as a fiduciary or financial advisor for such Purchaser, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Agreements and the issuance and purchase of the Securities, (b) each the Placement Agent has Agents have not made and does do not make any representation or warranty, whether express or implied, of any kind or character, or and has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Agreements or with respect to the Securities, nor is such information or advice necessary or desired, (c) each the Placement Agent Agents will not have any responsibility with respect to (i) any representations, warranties or agreements made by any person Person or entity under or in connection with the execution, delivery and performance of the Transaction Agreements, or the execution, legality, validity or enforceability (with respect to any personPerson) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, and (d) each Placement Agent will not have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Purchaser, the Company or any other person or entity), whether in contract, tort or otherwise, to such Purchaser, or to any person claiming through it, in respect of the execution, delivery and performance of the Transaction Agreements, except in each case for such party’s own gross negligence, willful misconduct or bad faith. No disclosure or offering document has been prepared by the Placement Agents or any of their respective affiliates Affiliates in connection with the offer and sale of the Securities. Neither the Placement Agents nor any of their respective affiliates Affiliates have made or make any representation as to the quality or value of the Securities and the Placement Agents and any of their respective affiliates Affiliates may have acquired non-public information with respect to the Company which Purchaser agrees need not be provided to it.