PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agents shall, from and after any Closing, have the right to reference the Placement and the Placement Agents’ role in connection therewith in the Placement Agents’ marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. [The remainder of this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Maxim and Benchmark the enclosed copy of this Agreement. Very truly yours, Maxim GROUP LLC By: Name: Xxxxxxxx X. Xxxxxx Title: Executive Managing Director, Investment Banking Address for notice: 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxx, General Counsel Email: xxxxxxx@xxxxxxxx.xxx THE BENCHMARK COMPANY LLC By: Name: Xxxx X. Xxxxx, III Title: Senior Managing Director, Head of Investment Banking Address for notice: 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Accepted and Agreed to as of the date first written above: By: Name: Xxxxx Xxx Title: Chief Executive Officer Address for notice: 0000 X. Xxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Attn: Xxxxx Xxx Email: XXxx@xxxxxxxxx.xxx [Signature Page to Placement Agency Agreement Between Ecoark Holdings, Inc., Maxim Group LLC and The Benchmark Company LLC] ADDENDUM A PRIOR INSTITUTIONAL INVESTORS · Sabby Management, LLC and all related affiliates · Empery Asset Management, LP and all related affiliates

Appears in 1 contract

Samples: Placement Agency Agreement

PRESS ANNOUNCEMENTS. The Company agrees that the Placement ~~Agents~~ Agent shall, ~~from~~ on and after ~~any Closing~~the Closing Date, have the right to reference the Placement and the Placement ~~Agents’~~ Agent’s role in connection therewith in the Placement ~~Agents’~~ Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. ~~[The remainder of this page has been intentionally left blank.]~~ Please confirm that the foregoing correctly sets forth our agreement by signing and returning to ~~Maxim and Benchmark~~ the Placement Agents the enclosed copy of this Agreement. ~~Very truly yours, Maxim GROUP LLC~~ By: ~~Name: Xxxxxxxx X. Xxxxxx Title: Executive Managing Director, Investment Banking Address for notice: 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention:~~ /s/ Xxxx Xxxxx ~~Xxxxxx, General Counsel Email: xxxxxxx@xxxxxxxx.xxx THE BENCHMARK COMPANY LLC By:~~ Name: Xxxx ~~X. Xxxxx, III~~ Xxxxx Title: ~~Senior Managing Director~~Authorized Representative Titan Partners Group LLC, ~~Head~~ a division of ~~Investment Banking Address for notice: 000 Xxxx 00xx~~ American Capital Partners, LLC 0 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx ~~Xxx Xxxx~~New York, ~~XX 00000~~ NY 10007 Attention: Xxxx Xxxxx Email: xxxxxxx@xxxxxxxxxxxxxxxx.xxx Accepted and Agreed to as of the date first written above: By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx ~~Xxx~~ Xxxxxxxx Title: Chief ~~Executive~~ Financial Officer Address for notice: ~~0000 X. Xxxxxxxx~~ Quantum Computing Inc. 0 Xxxxxx Xxxx Xxxxx, Xxxxx 000, Xxxxxxx, ~~Xxxxx 000 Xxxxxx, XX~~ Xxx Xxxxxx 00000 ~~Attn~~Attention: Xxxxx ~~Xxx~~ Xxxxxxxx Email: ~~XXxx@xxxxxxxxx.xxx [Signature Page to~~ xxxxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx November 14, 2024 Re: Placement Agency Agreement, dated as of November 14, 2024 (the “Placement Agreement”), between Quantum Computing Inc. (the “Company”) and Titan Partners Group LLC, a division of American Capital Partners, LLC,. Ladies and Gentlemen: Capitalized terms used but not defined in this letter agreement (this “Letter Agreement”) shall have the meanings set forth in the Placement Agreement. Pursuant to Section 9(F) of the Placement Agreement ~~Between Ecoark Holdings~~and in satisfaction of a condition of the Company’s obligations under the Placement Agreement, ~~Inc.~~the undersigned irrevocably agrees with the Company that, ~~Maxim~~ from the date hereof until ninety (90) days after the Closing Date (such period, the “Restriction Period”) the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”) of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to, any Common Stock or securities convertible, exchangeable or exercisable into, Common Stock beneficially owned, held or hereafter acquired by the undersigned (the “Securities”) or make any demand for or exercise any right or cause to be filed a registration, including any amendments thereto, with respect to the registration of any Common Stock or Common Stock Equivalents or publicly disclose the intention to do any of the foregoing. Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. In order to enforce this covenant, the Company shall impose irrevocable stop-transfer instructions preventing the transfer agent of the Company from effecting any actions in violation of this Letter Agreement. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Securities provided that (1) the Company receives a signed lock-up letter agreement (in the form of this Letter Agreement) for the balance of the Restriction Period from each donee, trustee, distributee, or transferee, as the case may be, prior to such transfer (2) any such transfer shall not involve a disposition for value, (3) such transfer is not required to be reported with the Securities and Exchange Commission in accordance with the Exchange Act and no report of such transfer shall be made voluntarily, and (4) neither the undersigned nor any donee, trustee, distributee or transferee, as the case may be, otherwise voluntarily effects any public filing or report regarding such transfers, with respect to transfer: i) as a bona fide gift or gifts, or charitable contribution(s); ii) to any immediate family member or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); iii) to any corporation, partnership, limited liability company, or other business entity all of the equity holders of which consist of the undersigned and/or the immediate family of the undersigned; iv) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (a) to another corporation, partnership, limited liability company, trust or other business entity that is an Affiliate of the undersigned, (b) in the form of a distribution to limited partners, limited liability company members or stockholders of the undersigned, or (c) in connection with a sale, merger or transfer of all or substantially all of the assets of the undersigned or any other change of control of the undersigned, not undertaken for the purpose of avoiding the restrictions imposed by this Letter Agreement; v) if the undersigned is a trust, to the beneficiary of such trust; or vi) by xxxx, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned; In addition, notwithstanding the foregoing, this Letter Agreement shall not restrict the delivery of shares of Common Stock to the undersigned upon (i) exercise any options granted under any employee benefit plan of the Company; provided that any shares of Common Stock or Securities acquired in connection with any such exercise will be subject to the restrictions set forth in this Letter Agreement, or (ii) the exercise of warrants or any other security convertible into or exercisable for Common Stock ; provided that such Common Stock delivered to the undersigned in connection with such exercise or conversion are subject to the restrictions set forth in this Letter Agreement. Furthermore, the undersigned may enter into any new plan established in compliance with Rule 10b5-1 of the Exchange Act; provided that (i) such plan may only be established if no public announcement or filing with the Securities and Exchange Commission, or other applicable regulatory authority, is made in connection with the establishment of such plan during the Restriction Period and (ii) no sale of shares of Common Stock are made pursuant to such plan during the Restriction Period. The undersigned acknowledges that the execution, delivery and performance of this Letter Agreement is a material inducement to the Placement Agent to complete the transactions contemplated by the Placement Agreement and the Company shall be entitled to specific performance of the undersigned’s obligations hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform this Letter Agreement, that the undersigned has received adequate consideration therefor and that the undersigned will indirectly benefit from the closing of the transactions contemplated by the Placement Agreement. This Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company and the undersigned. This Letter Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action or proceeding arising out of or relating to this Letter Agreement, and hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by receiving a copy thereof sent to the Company at the address in effect for notices to it under the Placement Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The undersigned hereby waives any right to a trial by jury. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The undersigned agrees and understands that this Letter Agreement does not intend to create any relationship between the undersigned and the Placement Agent and that the Placement Agent is not entitled to cast any votes on the matters herein contemplated and that no issuance or sale of the Securities is created or intended by virtue of this Letter Agreement. This Letter Agreement shall be binding on successors and assigns of the undersigned with respect to the Securities and any such successor or assign shall enter into a similar agreement for the benefit of the Placement Agent. It is understood that, this Letter Agreement shall automatically terminate, and the undersigned shall be released from its obligations hereunder, upon the earliest to occur, if any, of (i) prior to the execution of the Placement Agreement, the Company advises Titan Partners Group ~~LLC~~ LLC, a division of American Capital Partners, LLC, in writing that it has determined not to proceed with the Placement, (ii) the Placement Agreement is executed but is terminated prior to payment for and ~~The Benchmark~~ delivery of any Placement Shares pursuant to the Placement Agreement, or (iii) December 31, 2024, in the event that the Placement Agreement has not been executed by such date. This Letter Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provisions hereof be enforced by, any other Person. This Letter Agreement may be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement. Signature Print Name Position in Company, if any Address for Notice: Number of shares of Common Stock Number of shares of Common Stock underlying subject to warrants, options, debentures or other convertible securities By signing below, the Company ~~LLC] ADDENDUM A PRIOR INSTITUTIONAL INVESTORS · Sabby Management~~agrees to enforce the restrictions on transfer set forth in this Letter Agreement. By: Name: Title: Warrant Shares: _________1 Initial Exercise Date: _____, 20252 This AGENT’S PURCHASE WARRANT (the “Warrant”) certifies that, for value received, American Capital Partners, LLC or its assigns (the “Holder”) is entitled, upon the terms and ~~all related affiliates · Empery Asset Management~~subject to the limitations on exercise and the conditions hereinafter set forth, LP at any time on or after the date referred to above as the Initial Exercise Date (the “Initial Exercise Date”) and ~~all related affiliates~~on or prior to 5:00 p.m. (New York City time) on ____, 20293 (the “Termination Date”) but not thereafter, to subscribe for and purchase from QUANTUM COMPUTING INC., Delaware corporation (the “Company”), up to _______ shares of common stock (as subject to adjustment hereunder, the “Warrant Shares”), par value $0.0001 per share (the “Common Stock”) of the Company. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Placement Agency Agreement (Quantum Computing Inc.)

PRESS ANNOUNCEMENTS. The Company agrees that the Placement ~~Agents~~ Agent shall, from and after any Closing, have the right to reference the Placement and the Placement ~~Agents~~Agent’ role in connection therewith in the Placement ~~Agents~~Agent’ marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. ~~[The remainder of this page has been intentionally left blank.]~~ Please confirm that the foregoing correctly sets forth our agreement by signing and returning to ~~Maxim and Benchmark~~ the Placement Agent the enclosed copy of this Agreement. Very truly yours, ~~Maxim GROUP~~ SPARTAN CAPITAL SECURITIES, LLC By: /s/ Xxx Xxxxxxx Name: ~~Xxxxxxxx X. Xxxxxx~~ Xxx Xxxxxxx Title: ~~Executive Managing Director, Investment Banking~~ Chief Administrative Officer Address for notice: ~~000 Xxxxxxxxx Xxxxxx Xxx Xxxx~~00 Xxxxxxxx, ~~XX 00000~~ 00xx Xxxxx New York, NY 10006 Attention: ~~Xxxxx Xxxxxx~~Xxxxxxx Xxxxxxxx, ~~General Counsel Email: xxxxxxx@xxxxxxxx.xxx THE BENCHMARK COMPANY LLC By: Name: Xxxx X. Xxxxx, III Title: Senior Managing Director, Head~~ Director of Investment Banking ~~Address for notice~~Email: ~~000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Accepted and Agreed to as of~~ xxxxxxxxx@xxxxxxxxxxxxxx.xxx the date first written above: INSPIRE VETERINARY PARTNERS, INC. By: /s/ Xxxxxxx Xxxx Name: ~~Xxxxx Xxx~~ Xxxxxxx Xxxx Title: Chief Executive Officer ~~Address for notice: 0000 X. Xxxxxxxx Xxxxx Xxxxxxx~~Inspire Veterinary Partners, ~~Xxxxx~~ Inc. 000 ~~Xxxxxx~~Xxxxxxxxx Xxxxxxx Suite 400 Virginia Beach, ~~XX 00000~~ Virginia 23452 Attn: Xxxxxxx Xxxx T: (757) 734-546 In connection with the engagement of Spartan Capital LLC (“Spartan”, the “Placement Agent”) Inspire Veterinary Partners, Inc. (the “Company”) pursuant to a placement agency agreement dated as of the date hereof, by and among the Company and the Placement Agent, as it may be amended from time to time in writing (the “Agreement”), the Company hereby agrees as follows: 1. To the extent permitted by law, the Company will indemnify the Placement Agent and its respective affiliates, directors, officers, employees and controlling persons (within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934) (each, an “Indemnified Party”) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to the Agreement, except, to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted from such Indemnified Party’s fraud, bad faith, willful or reckless misconduct or gross negligence in performing the services described herein, as the case may be. 2. Promptly after receipt by the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to which such Placement Agent is entitled to indemnity hereunder, such Placement Agent will notify the Company in writing of such claim or of the commencement of such action or proceeding, and the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to such Placement Agent and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, the Placement Agent will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for such Placement Agent reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and such Placement Agent. In such event, the reasonable documented fees, and disbursements of no more than one such separate counsel will be paid by the Company. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of the Placement Agent, which will not be unreasonably withheld. 3. The Company agrees to notify the Placement Agent promptly of the assertion against it of any claim or the commencement of any action or proceeding relating to an Offering. 4. If for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold such Placement Agent harmless, then the Company shall contribute to the amount paid or payable by such Placement Agent, as the case may be, as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand, and such Placement Agent on the other, but also the relative fault of the Company on the one hand and such Placement Agent on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages, and liabilities referred to above shall be deemed to include any documented legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, no Placement Agent’s share of the liability hereunder shall be in excess of the amount of fees which may be received by such Placement Agent under the Agreement (excluding any amounts received as reimbursement of expenses incurred by such Placement Agent). 5. These Indemnification Provisions shall remain in full force and effect whether or not the transaction contemplated by the Agreement is completed and shall survive the termination of the Agreement and shall be in addition to any liability that the Company might otherwise have to any indemnified party under the Agreement or otherwise. [ ], 2024 Spartan Capital Securities, LLC 00 Xxxxxxxx, 00xx Xxxxx ~~Xxx Email~~New York, NY 10006 Re: ~~XXxx@xxxxxxxxx.xxx [Signature Page~~ Placement of Class A Common Stock or Pre-Funded Warrants to Purchase shares of Class A Common Stock Ladies and Gentlemen: The undersigned understands that you are the placement agent (the “Placement Agent”) in the placement agency agreement (the “Placement Agency ~~Agreement Between Ecoark Holdings~~Agreement”) to be entered into between Inspire Veterinary Partners, ~~Inc.~~Inc. a limited liability company formed under the laws of the State of Nevada (the “Company”), ~~Maxim Group LLC~~ and the Placement Agent, providing for the public offering, on a “reasonable best efforts” basis (the “Offering”) of up to an aggregate of $[*] of units (the “Units”), with each unit consisting of one share of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) or one pre-funded warrant to purchase one share of Class A Common stock (the “Pre-funded Warrant”), and a warrant to purchase one share of Class A Common Stock (“Warrant”) pursuant to a Securities Purchase Agreement, dated as of [*], by and among the Company and the purchasers signatory thereto (the “Securities Purchase Agreement”). The ~~Benchmark Company LLC] ADDENDUM~~ shares of Class A ~~PRIOR INSTITUTIONAL INVESTORS · Sabby Management~~Common Stock underlying the Pre-funded Warrants and Warrants shall hereinafter be referred to as the “Pre-funded Warrant Shares” and “Warrant Shares” respectively, ~~LLC~~ and ~~all related affiliates · Empery Asset Management~~the Pre-funded Warrant Shares, LP Warrant Shares and ~~all related affiliates~~the Shares shall hereinafter be referred to collectively as the “Securities.”

Appears in 1 contract

Samples: Placement Agency Agreement (Inspire Veterinary Partners, Inc.)

Appears in 1 contract

Samples: Placement Agency Agreement (1847 Holdings LLC)

Appears in 1 contract

Samples: Placement Agency Agreement (Siyata Mobile Inc.)

PRESS ANNOUNCEMENTS. The Company agrees that the Placement ~~Agents~~ Agent shall, from and after any Closing, have the right to reference the Placement and the Placement ~~Agents’~~ Agent’s role in connection therewith in the Placement ~~Agents’~~ Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. [The remainder of this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Maxim ~~and Benchmark~~ the enclosed copy of this Agreement. ~~Very truly yours, Maxim~~ MAXIM GROUP LLC By: /s/ Xxxxxx Veera Name: ~~Xxxxxxxx X.~~ Xxxxxx Xxxxx Title: Executive Managing Director, Investment Banking Address for notice: 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxx, General Counsel Email: xxxxxxx@xxxxxxxx.xxx THE BENCHMARK COMPANY LLC By: Name: Xxxx X. Xxxxx, III Title: Senior Managing Director, Co-Head of Investment Banking Address for notice: 000 Xxxx ~~00xx~~ Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Accepted and Agreed to as of the date first written above: By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx ~~Xxx~~ Title: President and Chief Executive Officer ~~Address for notice~~E-Mail: xxxxxxx.xxxxx@xxxxxxxxx.xxx DLA Piper (Canada) LLP Xxxxx 0000 X. 0000 Xxxxxxxx Xxxxxx Xxxxxxxxx, XX X0X 0X0 Attention: Xxxxx Xxxxx Xxxxxxxxx: (000) 000-0000 Email: xxxxx.xxxxx@xxxxxxxx.xxx and Lucosky Xxxxxxxx LLP 000 Xxxx Xxxxxx Xxxxx Woodbridge, New Jersey 08830 Attention: Xxxxxx Xxxxxxx, ~~Xxxxx 000 Xxxxxx, XX 00000 Attn: Xxxxx Xxx~~ Esq. Email: ~~XXxx@xxxxxxxxx.xxx~~ xxxxxxxx@xxxxxx.xxx [Signature Page to Placement Agency Agreement] (a) The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling the Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person. an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of one counsel for all Indemnified Persons, except as otherwise expressly provided herein) (collectively, the “Expenses”) as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any Actions, whether or not any Indemnified Person is a party thereto, (i) caused by, or arising out of or in connection with, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Incorporated Document, the Prospectuses or any Prospectus Supplement or by any omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (other than untrue statements or alleged untrue statements in, or omissions or alleged omissions from, information relating to an Indemnified Person furnished in writing by or on behalf of such Indemnified Person expressly for use in the Incorporated Documents) or (ii) otherwise arising out of or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person's actions or inactions in connection with any such advice, services or transactions; provided, however, that, in the case of clause (ii) only, the Company shall not be responsible for any Liabilities or Expenses of any Indemnified Person that are finally judicially determined to have resulted solely from such Indemnified Person's (x) gross negligence or willful misconduct in connection with any of the advice, actions, inactions or services referred to above or (y) use of any offering materials or information concerning the Company in connection with the offer or sale of the Securities in the Offering which were not authorized for such use by the Company and which use constitutes gross negligence or willful misconduct. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with enforcing such Indemnified Person's rights under this Agreement. (b) Upon receipt by an Indemnified Person of actual notice of an Action against such Indemnified Person with respect to which indemnity may be sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided that failure by any Indemnified Person so to notify the Company shall not relieve the Company from any liability which the Company may have on account of this indemnity or otherwise to such Indemnified Person, except to the extent the Company shall have been prejudiced by such failure. The Company shall, if requested by the Placement Agent, assume the defense of any such Action including the employment of counsel reasonably satisfactory to the Placement Agent, which counsel may also be counsel to the Company. Any Indemnified Person shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company has failed promptly to assume the defense and employ counsel or (ii) the named parties to any such action (including any impeded parties) include such Indemnified Person and the Company, and such Indemnified Person shall have been advised in the reasonable opinion of counsel that there is an actual conflict of interest that prevents the counsel selected by the Company from representing both the Company (or another client of such counsel) and any Indemnified Person; provided that the Company shall not in such event be responsible hereunder for the fees and expenses of more than one firm of separate counsel for all Indemnified Persons in connection with any action or related actions, in addition to any local counsel. The Company shall not be liable for any settlement of any action effected without its written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Placement Agent (which shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which indemnification or contribution may be sought hereunder (whether or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Person from all Liabilities arising out of such action for which indemnification or contribution may be sought hereunder. The indemnification required hereby shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable. (c) In the event that the foregoing indemnity is unavailable to an Indemnified Person other than in accordance with this Agreement, the Company shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate to reflect (i) the relative benefits to the Company, on the one hand, and to the Placement Agent and any other Indemnified Person, on the other hand, of the matters contemplated by this Agreement ~~Between Ecoark Holdings~~or (ii) if the allocation provided by the immediately preceding clause is not permitted by applicable law, ~~Inc.~~not only such relative benefits but also the relative fault of the Company, ~~Maxim Group LLC~~ on the one hand, and the Placement Agent and any other Indemnified Person, on the other hand, in connection with the matters as to which such Liabilities or Expenses relate, as well as any other relevant equitable considerations; provided that in no event shall the Company contribute less than the amount necessary to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities and Expenses in excess of the amount of fees actually received by the Placement Agent pursuant to this Agreement. For purposes of this paragraph, the relative benefits to the Company, on the one hand, and to the Placement Agent on the other hand, of the matters contemplated by this Agreement shall be deemed to be in the same proportion as (a) the total value paid or contemplated to be paid to or received or contemplated to be received by the Company in the transaction or transactions that are within the scope of this Agreement, whether or not any such transaction is consummated, bears to (b) the fees paid to the Placement Agent under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act, as amended, shall be entitled to contribution from a party who was not guilty of fraudulent misrepresentation. (d) The ~~Benchmark~~ Company ~~LLC] ADDENDUM A PRIOR INSTITUTIONAL INVESTORS · Sabby Management~~also agrees that no Indemnified Person shall have any liability (whether direct or indirect, ~~LLC~~ in contract or tort or otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person's actions or inactions in connection with any such advice, services or transactions except for Liabilities (and ~~all~~ related ~~affiliates · Empery Asset Management~~Expenses) of the Company that are finally judicially determined to have resulted solely from such Indemnified Person's gross negligence or willful misconduct in connection with any such advice, LP actions, inactions or services. (e) The reimbursement, indemnity and ~~all related affiliates~~contribution obligations of the Company set forth herein shall apply to any modification of this Agreement and shall remain in full force and effect regardless of any termination of, or the completion of any Indemnified Person's services under or in connection with, this Agreement.

Appears in 1 contract

Samples: Placement Agency Agreement

Appears in 1 contract

Samples: Placement Agent Agreement (Meso Numismatics, Inc.)

Appears in 1 contract

Samples: Placement Agency Agreement (Performance Shipping Inc.)

PRESS ANNOUNCEMENTS. The Company agrees that the Placement ~~Agents~~ Agent shall, from and after any Closing, have the right to reference the Placement and the Placement ~~Agents~~Agent’ role in connection therewith in the Placement ~~Agents~~Agent’ marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. ~~[The remainder of this page has been intentionally left blank.]~~ Please confirm that the foregoing correctly sets forth our agreement by signing and returning to ~~Maxim and Benchmark~~ the Placement Agent the enclosed copy of this Agreement. Very truly yours, ~~Maxim GROUP~~ SPARTAN CAPITAL SECURITIES, LLC By: /s/ Xxx Xxxxxxx Name: ~~Xxxxxxxx X. Xxxxxx~~ Xxx Xxxxxxx Title: ~~Executive Managing Director, Investment Banking~~ Chief Administrative Officer Address for notice: ~~000 Xxxxxxxxx Xxxxxx Xxx Xxxx~~00 Xxxxxxxx, ~~XX 00000~~ 00xx Xxxxx New York, NY 10006 Attention: ~~Xxxxx Xxxxxx~~Xxxxxxx Xxxxxxxx, ~~General Counsel Email: xxxxxxx@xxxxxxxx.xxx THE BENCHMARK COMPANY LLC By: Name: Xxxx X. Xxxxx, III Title: Senior Managing Director, Head~~ Director of Investment Banking ~~Address for notice~~Email: ~~000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Accepted and Agreed to as of~~ xxxxxxxxx@xxxxxxxxxxxxxx.xxx the date first written above: ~~By:~~ INSPIRE VETERINARY PARTNERS, INC. Name: ~~Xxxxx Xxx~~ Xxxxxxx Xxxx Title: Chief Executive Officer Address for notice: ~~0000 X. Xxxxxxxx Xxxxx Xxxxxxx~~Inspire Veterinary Partners, ~~Xxxxx~~ Inc. 000 ~~Xxxxxx~~Xxxxxxxxx Xxxxxxx Suite 400 Virginia Beach, ~~XX 00000~~ Virginia 23452 Attn: Xxxxxxx Xxxx T: (757) 734-546 In connection with the engagement of Spartan Capital LLC (“Spartan”, the “Placement Agent”) Inspire Veterinary Partners, Inc. (the “Company”) pursuant to a placement agency agreement dated as of the date hereof, by and among the Company and the Placement Agent, as it may be amended from time to time in writing (the “Agreement”), the Company hereby agrees as follows: 1. To the extent permitted by law, the Company will indemnify the Placement Agent and its respective affiliates, directors, officers, employees and controlling persons (within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934) (each, an “Indemnified Party”) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to the Agreement, except, to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted from such Indemnified Party’s fraud, bad faith, willful or reckless misconduct or gross negligence in performing the services described herein, as the case may be. 2. Promptly after receipt by the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to which such Placement Agent is entitled to indemnity hereunder, such Placement Agent will notify the Company in writing of such claim or of the commencement of such action or proceeding, and the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to such Placement Agent and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, the Placement Agent will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for such Placement Agent reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and such Placement Agent. In such event, the reasonable documented fees, and disbursements of no more than one such separate counsel will be paid by the Company. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of the Placement Agent, which will not be unreasonably withheld. 3. The Company agrees to notify the Placement Agent promptly of the assertion against it of any claim or the commencement of any action or proceeding relating to an Offering. 4. If for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold such Placement Agent harmless, then the Company shall contribute to the amount paid or payable by such Placement Agent, as the case may be, as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand, and such Placement Agent on the other, but also the relative fault of the Company on the one hand and such Placement Agent on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages, and liabilities referred to above shall be deemed to include any documented legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, no Placement Agent’s share of the liability hereunder shall be in excess of the amount of fees which may be received by such Placement Agent under the Agreement (excluding any amounts received as reimbursement of expenses incurred by such Placement Agent). 5. These Indemnification Provisions shall remain in full force and effect whether or not the transaction contemplated by the Agreement is completed and shall survive the termination of the Agreement and shall be in addition to any liability that the Company might otherwise have to any indemnified party under the Agreement or otherwise. [ ], 2024 Spartan Capital Securities, LLC 00 Xxxxxxxx, 00xx Xxxxx ~~Xxx Email~~New York, NY 10006 Re: ~~XXxx@xxxxxxxxx.xxx [Signature Page~~ Placement of Class A Common Stock or Pre-Funded Warrants to Purchase shares of Class A Common Stock Ladies and Gentlemen: The undersigned understands that you are the placement agent (the “Placement Agent”) in the placement agency agreement (the “Placement Agency ~~Agreement Between Ecoark Holdings~~Agreement”) to be entered into between Inspire Veterinary Partners, ~~Inc.~~Inc. a limited liability company formed under the laws of the State of Nevada (the “Company”), ~~Maxim Group LLC~~ and the Placement Agent, providing for the public offering, on a “reasonable best efforts” basis (the “Offering”) of either (a) shares of Class A Common Stock (each, a “Share”) or (b) pre-funded warrants to subscribe for shares of Class A Common Stock (each a “Pre-funded Warrant”) pursuant to a Securities Purchase Agreement, dated as of February 8, 2024, by and among the Company and the purchasers signatory thereto (the “Securities Purchase Agreement”). The ~~Benchmark Company LLC] ADDENDUM~~ shares of Class A ~~PRIOR INSTITUTIONAL INVESTORS · Sabby Management~~Common Stock underlying the Pre-funded Warrants shall hereinafter be referred to as the “Pre-funded Warrant Shares”, ~~LLC~~ and ~~all related affiliates · Empery Asset Management, LP~~ the Pre-funded Warrant Shares and ~~all related affiliates~~the Shares shall hereinafter be referred to collectively as the “Securities.”

Appears in 1 contract

Samples: Placement Agency Agreement (Inspire Veterinary Partners, Inc.)

Appears in 1 contract

Samples: Placement Agency Agreement (Globus Maritime LTD)

PRESS ANNOUNCEMENTS. The Company agrees that the Placement ~~Agents shall~~Agent may, ~~from~~ on and after ~~any Closing~~the Closing Date, ~~have the right to~~ reference the Placement and the Placement ~~Agents’~~ Agent’s role in connection therewith in the Placement ~~Agents’~~ Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. ~~[The remainder of this page has been intentionally left blank.]~~ Please confirm that the foregoing correctly sets forth our agreement by signing and returning to ~~Maxim and Benchmark~~ the Placement Agent the enclosed copy of this Agreement. Very truly yours, ~~Maxim GROUP LLC~~ By: Name: ~~Xxxxxxxx X.~~ Xxxxxx Xxxxxxx Title: ~~Executive~~ Managing ~~Director, Investment Banking~~ Partner Address for notice: ~~000 Xxxxxxxxx Xxxxxx Xxx~~ RBW Capital Partners LLC 1511 Xxxxx De Xxxx, ~~XX 00000~~ Unit 1092 San Xxxx, PR 00909 Attention: ~~Xxxxx Xxxxxx, General Counsel~~ Xxxxxx Xxxxxxx Managing Partner Email: ~~xxxxxxx@xxxxxxxx.xxx THE BENCHMARK COMPANY LLC~~ xxxxxxxx@xxxxxx.xxx By: Name: ~~Xxxx X. Xxxxx, III~~ Xxxxx Xxxxxxx Title: ~~Senior~~ Managing Director, Head of Investment Banking Address for notice: Dominari Securities LLC 000 ~~Xxxx 00xx~~ Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xx. Xxxxx Xxxxxxx Managing Director, Head of Investment Banking Email: xxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx Accepted and Agreed to as of the date first written above: By: Name: Xxxxxx Xxxxx ~~Xxx~~ Title: Chief Executive Officer Address for notice: 0000 ~~X. Xxxxxxxx Xxxxx Xxxxxxx~~Xxxxxxxxx Xxxxx, Xxxxx 000 ~~Xxxxxx~~Berwyn, ~~XX 00000~~ PA 19312 Attn: Xxxxxx Xxxxx ~~Xxx~~ Email: ~~XXxx@xxxxxxxxx.xxx~~ xxxxxx@xxxxxxxxxxxx.xxx [Signature Page to the Placement Agency ~~Agreement Between Ecoark Holdings~~Agreement] RBW Capital Partners LLC 1511 Xxxxx De Xxxx Unit 1092 San Xxxx, PR 00909 Dominari Securities LLC 000 Xxxxx Xxxxxx, 00xx Xxxxx New York, NY 10022 Ladies and Gentlemen: The undersigned understands that RBW Capital Partners LLC (together and with its affiliates “RBW”) and Dominari Securities LLC (“Dominari”, and together with RBW, the “Placement Agent”), proposes to enter into a placement agency agreement (the “Placement Agency Agreement”) with Virpax Pharmaceuticals, Inc., ~~Maxim Group LLC~~ a company incorporated under the law of the State of Delaware (the “Company”), providing for the public offering (the “Public Offering”) of [●] shares of common stock (the “Common Stock”), par value $0.00001 per share, of the Company (each, a “Closing Share”) and/or pre-funded warrants to purchase Closing Shares. To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ~~The Benchmark~~ ending ninety (90) days after the effective date of the Registration Statement relating to the Public Offering, (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Placement Agent in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of the undersigned (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; (d) if the undersigned is a corporation, partnership, limited liability company or other business entity, (i) any transfers of Lock-Up Securities to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the undersigned or (ii) distributions of Lock-Up Securities to members, partners, stockholders, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; (e) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) (d) or (e), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Placement Agent a lock-up agreement substantially in the form of this agreement and (iii) no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made during the Lock-Up Period; (f) the receipt by the undersigned from the Company ~~LLC] ADDENDUM A PRIOR INSTITUTIONAL INVESTORS · Sabby Management~~of shares of Common Stock upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s shares of Common Stock issued under an equity incentive plan of the Company or an employment arrangement described in the Pricing Prospectus (as defined in the Placement Agency Agreement) (the “Plan Shares”) or the transfer or withholding of shares of Common Stock or any securities convertible into shares of Common Stock to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, ~~LLC~~ in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock during the Lock-Up Period, the undersigned shall include a statement in such schedule or report to the effect that the purpose of such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares shall be subject to the terms of this agreement; (g) the transfer of Lock-Up Securities pursuant to agreements described in the Pricing Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities, provided that (i) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; (i) the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the transferee agrees to sign and deliver an agreement substantially in the form of this agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; and (j) the transfer of Lock-Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all ~~related affiliates · Empery Asset Management~~holders of shares of Common Stock involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, LP merger, consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this agreement. “Change of control” means the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” or “group” of persons (as defined in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner (as defined in Rules 13d-3 and ~~all related affiliates~~13d- 5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company.

Appears in 1 contract

Samples: Placement Agency Agreement (Virpax Pharmaceuticals, Inc.)

Common use of PRESS ANNOUNCEMENTS Clause in Contracts