PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from and after any Closing, have the right to reference the Placement and the Placement Agent’ role in connection therewith in the Placement 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. Please confirm that the foregoing correctly sets forth our agreement by signing and returning to the Placement Agent the enclosed copy of this Agreement. Very truly yours, By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Chief Administrative Officer Address for notice: 00 Xxxxxxxx, 00xx Xxxxx New York, NY 10006 Attention: Xxxxxxx Xxxxxxxx, Director of Investment Banking Email: Accepted and Agreed to as of the date first written above: By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Executive Officer Address for notice: 1847 Holdings LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx New York, NY 10022 Attention: Xxxxxx X. Xxxxxxx, Chief Executive Officer Email: In connection with the engagement of Spartan Capital Securities, LLC (the “Placement Agent”) by 1847 Holdings LLC (the “Company”) pursuant to a placement agency agreement dated as of the date hereof, between 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 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) 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, with regard to the Placement Agent, 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 primarily and directly from any indemnitee’s willful misconduct or gross negligence. 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 the Placement Agent is entitled to indemnity hereunder, the 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 the 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 the 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 the Placement Agent. In such event, the reasonable 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. The Placement Agent and all other indemnitees shall not settle any claim, action or proceeding without the prior written consent of the Company. 3. The Company agrees to notify the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by the Agreement. 4. If for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless, then the Company shall contribute to the amount paid or payable by the 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 the Placement Agent on the other, but also the relative fault of the Company on the one hand and the 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 legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, the Placement Agent’s share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by the Placement Agent under the Agreement (excluding any amounts received as reimbursement of expenses incurred by the 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. February 9, 2024 Spartan Capital Securities, LLC 00 Xxxxxxxx, 00xx Xxxxx New York, NY 10006 Re: Placement of Common Shares or Pre-Funded Warrants to Purchase Common Shares Ladies and Gentlemen: The undersigned understands that you are the placement agent (the “Placement Agent”) in the placement agency agreement (the “Placement Agency Agreement”) to be entered into between 1847 Holdings LLC, a limited liability company formed under the laws of the State of Delaware (the “Company”), and the Placement Agent, providing for the public offering, on a “reasonable best efforts” basis (the “Offering”) of either (a) Common Shares (each, a “Share”) or (b) pre-funded warrants to subscribe for Common Shares (each a “Prefunded Warrant”) pursuant to a Securities Purchase Agreement, dated as of February 9, 2024, by and among the Company and the purchasers signatory thereto (the “Purchase Agreement”). The Common Shares underlying the Prefunded Warrants shall hereinafter be referred to as the “Prefunded Warrant Shares”, and the Prefunded Warrant Shares and the Shares shall hereinafter be referred to collectively as the “Securities.”
Appears in 1 contract
PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from and after any Closing, have the right to reference the Placement Offering and the Placement Agent’ 's role in connection therewith in the Placement 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. Please confirm that (Signature Page Follows) We are delighted at the foregoing correctly sets forth our prospect of working with you and look forward to proceeding with the Offering. If you are in agreement by signing with the foregoing, please execute and returning return two copies of this engagement letter to the Placement Agent undersigned together with payment for in the enclosed copy amount of this Agreement$50,000 for the Advance. This Agreement may be executed in counterparts, electronic mail and by facsimile transmission. Very truly yours, By: /s/ Xxx Xxxxxxx Maxim Group LLC --------------------------- Name: Xxx Xxxxxxx Xxxx Xxxxxx Title: Chief Administrative Officer Address for noticeManaging Director, Investment Banking --------------------------- Name: 00 Xxxxxxxx, 00xx Xxxxx New York, NY 10006 AttentionXxxxxxxx X. Xxxxxx Title: Xxxxxxx Xxxxxxxx, Executive Managing Director of Investment Banking Email: Accepted and Agreed to as and accepted this ____ day of the date first written above: By: /s/ ___________, 2010 /s/Xxxxxx X. Xxxxxxx XxXxxx ----------------------------- Name: Xxxxxx X. Xxxxxxx XxXxxx Title: Chief Executive Officer Address Chairman & CEO Exhibit A INDEMNIFICATION PROVISIONS Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "Losses"), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's acting for notice: 1847 Holdings LLC 000 Xxxxxxx Xxxxxxthe Company, 00xx Xxxxx New Yorkincluding, NY 10022 Attention: Xxxxxx X. Xxxxxxxwithout limitation, Chief Executive Officer Email: In any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Spartan Capital Securities, LLC (the “Placement Agent”) Agent by 1847 Holdings LLC (the “Company”) pursuant to a placement agency agreement dated as of the date hereof, between the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "Indemnified Parties"): Placement Agent, as it may be amended from time to time in writing (the “Agreement”)its present and former affiliated entities, the Company hereby agrees as follows:
1. To the extent permitted by lawmanagers, the Company will indemnify the Placement Agent and its affiliates, directorsmembers, officers, employees employees, legal counsel, agents and controlling persons (within the meaning of Section 15 the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Securities Act of 1933Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as amendedto which an Indemnified Party proposes to demand indemnification, or Section 20 it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the Securities Exchange Act of 1934) against all losses, claims, damagesfees, expenses and liabilities, as disbursements of such counsel shall be borne by 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, with regard to the Placement AgentCompany. Any such counsel shall, to the extent that any lossesconsistent with its professional responsibilities, 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 primarily and directly from any indemnitee’s willful misconduct or gross negligence.
2. Promptly after receipt by the Placement Agent of notice of any claim or the commencement of any action or proceeding cooperate with respect to which the Placement Agent is entitled to indemnity hereunder, the 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 the 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 the 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 the Placement Agent. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid designated by the Company. The Company will have shall be liable for any settlement of any claim against any Indemnified Party made with the exclusive right to settle the claim or proceeding provided that the Company's written consent. The Company will not settle any such claimshall not, action or proceeding without the prior written consent of the Placement Agent, which will not be unreasonably withheld. The Placement Agent and all other indemnitees shall not settle or compromise any claim, action or proceeding without permit a default or consent to the prior written entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Company.
3. The Company agrees Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to notify an Indemnified Party or an adverse statement with respect to the Placement Agent promptly of the assertion against it character, professionalism, expertise or any other person reputation of any claim Indemnified Party or the commencement of any action or proceeding relating inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a transaction contemplated claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the Agreement.
4. If express provisions hereof provide for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmlessindemnification in such case, then the Company shall contribute to the amount paid or payable by the Placement Agent, as the case Losses to which any Indemnified Party may be, as a result of such losses, claims, damages or liabilities be subject (i) in such proportion as is appropriate to reflect not only accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Placement Agent Indemnified Party, on the otherother hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company Company, on the one hand hand, and the Placement Agent Indemnified Party, on the other that hand, in connection with the statements, acts or omissions which resulted in such losses, claims, damages or liabilities, Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The amounts paid relative benefits received (or payable anticipated to be received) by a party in respect of lossesthe Company and it stockholders, claims, damages subsidiaries and liabilities referred to above affiliates shall be deemed to include any legal be equal to the aggregate consideration payable or other fees and expenses incurred receivable by such parties in defending any litigation, proceeding connection with the transaction or other action or claim. Notwithstanding transactions to which the provisions hereof, the Placement Agent’s share of the liability hereunder shall not be in excess of Agreement relates relative to the amount of fees actually received, or to be received, received by the Placement Agent under in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement (excluding any amounts received as reimbursement of expenses incurred by the Placement Agent).
5. These shall affect these Indemnification Provisions which shall remain operative and 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 effect. The Indemnification Provisions shall be in addition to any liability that the Company might otherwise have to any indemnified party under the Agreement or otherwise. February 9, 2024 Spartan Capital Securities, LLC 00 Xxxxxxxx, 00xx Xxxxx New York, NY 10006 Re: Placement of Common Shares or Pre-Funded Warrants to Purchase Common Shares Ladies and Gentlemen: The undersigned understands that you are the placement agent (the “Placement Agent”) in the placement agency agreement (the “Placement Agency Agreement”) to be entered into between 1847 Holdings LLC, a limited liability company formed under the laws of the State of Delaware (the “Company”), and the Placement Agent, providing for the public offering, on a “reasonable best efforts” basis (the “Offering”) of either (a) Common Shares (each, a “Share”) or (b) pre-funded warrants to subscribe for Common Shares (each a “Prefunded Warrant”) pursuant to a Securities Purchase Agreement, dated as of February 9, 2024, by and among binding upon the Company and its successors and assigns and shall inure to the purchasers signatory thereto (benefit of the “Purchase Agreement”). The Common Shares underlying the Prefunded Warrants shall hereinafter be referred to as the “Prefunded Warrant Shares”Indemnified Parties and their respective successors, assigns, heirs and the Prefunded Warrant Shares and the Shares shall hereinafter be referred to collectively as the “Securitiespersonal representatives.”
Appears in 1 contract
Samples: Private Placement Agreement (GulfStar Energy, Inc.)
PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from and after any each Closing, have the right to reference the Placement and the Placement Agent’ ’s role in connection therewith in the Placement 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. Please confirm that the foregoing correctly sets forth our agreement by signing and returning to the Placement Agent the enclosed copy [The remainder of this Agreement. Very truly yours, By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Chief Administrative Officer Address for notice: 00 Xxxxxxxx, 00xx Xxxxx New York, NY 10006 Attention: Xxxxxxx Xxxxxxxx, Director of Investment Banking Email: Accepted and Agreed to as of the date first written above: By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Executive Officer Address for notice: 1847 Holdings LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx New York, NY 10022 Attention: Xxxxxx X. Xxxxxxx, Chief Executive Officer Email: page has been intentionally left blank.]
A-1 ADDENDUM A INDEMNIFICATION PROVISIONS In connection with the engagement of Spartan Capital Securities, Maxim Group LLC (the “Placement Agent”) by 1847 Holdings LLC Kiora Pharmaceuticals, Inc. (the “Company”) pursuant to a placement agency agreement dated as of the date hereof, between 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 : 1.To the extent permitted by law, the Company will indemnify the Placement Agent and its 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, as amended) 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, with regard to the Placement Agent, 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 primarily and directly from any indemniteethe Placement Agent’s willful misconduct or gross negligence.
2negligence in performing the services described herein, as the case may be. Promptly 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 the Placement Agent is entitled to indemnity hereunder, the 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 the 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 the 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 the Placement Agent. In such event, the reasonable 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. The Placement Agent and all other indemnitees shall not settle any claim, action or proceeding without the prior written consent of the Company.
3. The Company agrees to notify the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by the Agreement.
4. If for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless, then the Company shall contribute to the amount paid or payable by the 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 the Placement Agent on the other, but also the relative fault of the Company on the one hand and the 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 legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, the Placement Agent’s share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by the Placement Agent under the Agreement (excluding any amounts received as reimbursement of expenses incurred by the 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. February 9, 2024 Spartan Capital Securities, LLC 00 Xxxxxxxx, 00xx Xxxxx New York, NY 10006 Re: Placement of Common Shares or Pre-Funded Warrants to Purchase Common Shares Ladies and Gentlemen: The undersigned understands that you are the placement agent (the “Placement Agent”) in the placement agency agreement (the “Placement Agency Agreement”) to be entered into between 1847 Holdings LLC, a limited liability company formed under the laws of the State of Delaware (the “Company”), and the Placement Agent, providing for the public offering, on a “reasonable best efforts” basis (the “Offering”) of either (a) Common Shares (each, a “Share”) or (b) pre-funded warrants to subscribe for Common Shares (each a “Prefunded Warrant”) pursuant to a Securities Purchase Agreement, dated as of February 9, 2024, by and among the Company and the purchasers signatory thereto (the “Purchase Agreement”). The Common Shares underlying the Prefunded Warrants shall hereinafter be referred to as the “Prefunded Warrant Shares”, and the Prefunded Warrant Shares and the Shares shall hereinafter be referred to collectively as the “Securities.”
Appears in 1 contract
Samples: Placement Agency Agreement (Kiora Pharmaceuticals Inc)
PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from and after any Closing, shall have the right at its own expense to reference the Placement place information and the advertisements describing The Placement Agent’ role in connection therewith ’s services to the Company hereunder in the Placement Agent’ ’s various marketing materials and on its website and to place advertisements in as well as financial and other trade publications and/ or newspapers and journals, in each case at its own expense. Please confirm provided that the foregoing correctly sets forth our agreement by signing and returning Placement Agent shall submit a copy of any such advertisement to the Placement Agent Company for approval, such approval not to be unreasonably withheld, conditioned or delayed. If the terms of our engagement as set forth in this letter are satisfactory to you, please sign and date the enclosed copy of this Agreementletter and return it to us. We look forward to working with you and your management team. Very truly yours, By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Chief Administrative Officer Address for notice: 00 XxxxxxxxFxxxxxx X. Xxxxxxxxxx Fxxxxxx X. Xxxxxxxxxx Senior Managing Director, 00xx Xxxxx New York, NY 10006 Attention: Xxxxxxx Xxxxxxxx, Director of Investment Banking Email: Accepted and Agreed to as of the date first written above: By: /s/ Xxxxxx X. Dxxxx Xxxxxxxxxx Dxxxx Xxxxxxxxxx President & CFO By: /s/ Mxxxxxx Xxxxxxx Name: Xxxxxx X. Mxxxxxx Xxxxxxx Title: Chief Executive Officer Address By: /s/ Axxx X. Xxxxxxxxxxx Axxx X. Xxxxxxxxxxx President and Chief Financial Officer Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company agrees to indemnify and hold harmless the Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursuing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, the Placement Agent’s acting for notice: 1847 Holdings LLC 000 Xxxxxxx Xxxxxxthe Company, 00xx Xxxxx New Yorkincluding, NY 10022 Attention: Xxxxxx X. Xxxxxxxwithout limitation, Chief Executive Officer Email: In any act or omission by the Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or reckless or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Spartan Capital SecuritiesPlacement Agent by the Company or for any other reason, LLC except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or reckless or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Placement AgentIndemnified Parties”) by 1847 Holdings LLC (the “Company”) pursuant to a placement agency agreement dated as of the date hereof, between the Company and the ): Placement Agent, as it may be amended from time to time in writing (the “Agreement”)its present and former affiliated entities, the Company hereby agrees as follows:
1. To the extent permitted by lawmanagers, the Company will indemnify the Placement Agent and its affiliates, directorsmembers, officers, employees employees, legal counsel, agents and controlling persons (within the meaning of Section 15 the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability which the Securities Act of 1933Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as amendedto which an Indemnified Party proposes to demand indemnification, or Section 20 it shall notify the Company with reasonable promptness (within 7 business days): provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the Securities Exchange Act of 1934) against all losses, claims, damagesfees, expenses and liabilities, as disbursements of such counsel for the same are incurred (including Indemnified parties shall be borne by the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to the Agreement, except, with regard to the Placement AgentCompany. Any such counsel shall, to the extent that any lossesconsistent with its professional responsibilities, 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 primarily and directly from any indemnitee’s willful misconduct or gross negligence.
2. Promptly after receipt by the Placement Agent of notice of any claim or the commencement of any action or proceeding cooperate with respect to which the Placement Agent is entitled to indemnity hereunder, the 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 the 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 the 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 the Placement Agent. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid designated by the Company. The Company will have shall be liable for any settlement of any claim against any Indemnified Party made with the exclusive right to settle the claim or proceeding provided that the Company’s written consent. The Company will not settle any such claimshall not, action or proceeding without the prior written consent of or the Placement Agent, which will not be unreasonably withheld. The Placement Agent and all other indemnitees shall not settle any or compromise an claim, action or proceeding without permit a default or consent to the prior written consent of the Company.
3. The Company agrees to notify the Placement Agent promptly of the assertion against it or any other person entry of any claim judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all or the commencement Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any Factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of an Indemnified Party or any action or proceeding relating inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a transaction contemplated claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the Agreement.
4. If express provisions hereof provide for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmlessindemnification in such case, then the Company shall contribute to the amount paid or payable by the Placement Agent, as the case Losses to which any Indemnified Party may be, as a result of such losses, claims, damages or liabilities be subject (i) in such proportion as is appropriate to reflect not only accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Placement Agent Indemnified Party, on the otherother hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company Company, on the one hand hand, and the Placement Agent Indemnified Party, on the other that hand, in connection with the statements, acts or omissions which resulted in such losses, claims, damages or liabilities, Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The amounts paid relative benefits received (or payable anticipated to be received) by a party in respect of lossesthe Company and its stockholders, claims, damages subsidiaries and liabilities referred to above affiliates shall be deemed to include any legal be equal to the aggregate consideration payable or other fees and expenses incurred receivable by such parties in defending any litigation, proceeding connection with the transaction or other action or claim. Notwithstanding transactions to which the provisions hereof, the Placement Agent’s share of the liability hereunder shall not be in excess of Agreement relates relative to the amount of fees actually received, or to be received, received by the Placement Agent under in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion or the Agreement (excluding any amounts received as reimbursement of expenses incurred by the Placement Agent).
5. These shall affect these Indemnification Provisions which shall remain operative and in full force and effect whether or not effect. The Indemnification Provisions shall be binding upon the transaction contemplated by the Agreement is completed Company and its successors and assigns and shall survive inure to the termination benefit of the AgreementIndemnified Parties and their respective successors, assignees, heirs and shall be personal representatives. Friends and Family of Axxx Xxxxxxxxxxx included in addition the listing attached or otherwise as provided by Axxx Xxxxxxxxxxx or AFH Holdings and Advisory to any Placement Agent MusculoSkeletal Transplant Foundation Orthofix, Inc. Bxxxxx, Inc. Jxxx Xxxxx Mxxxxxx Xxxxxxxx Bxxxx Xxxxxx September 22, 2014 Mxxxxxx Xxxxxxx Chief Executive Officer Bone Biologics, Inc. 100 Xxxxxx Xxxx, Xxxxx 0 Xxxxxxxx Xxxx, XX 00000 RE: Placement Agent Agreement for the Private Placement of Securities Revised as of September 22, 2014 Dear Mx. Xxxxxxx: This letter confirms our agreement that AFH Acquisition X, Inc., a company incorporated in the State of California and Bone Biologics, Inc., a company incorporated in California, with corporate headquarters at the address stated above (together collectively with its affiliates and subsidiaries, the “Company” or “Bone Bio”) has engaged Forefront Capital Markets, LLC, a Delaware limited liability that the Company might otherwise have to any indemnified party under the Agreement or otherwise. February 9company, 2024 Spartan Capital Securities, LLC 00 Xxxxxxxxheadquartered at 500 Xxxxxxx Xxx, 00xx Xxxxx New YorkXx, NY 10006 Re: Placement of Common Shares Xxx Xxxx, XX 00000 (together with its affiliates and subsidiaries, “Forefront” or Pre-Funded Warrants to Purchase Common Shares Ladies and Gentlemen: The undersigned understands that you are the placement agent (the “Placement Agent”) to act as the Company’s exclusive Placement Agent in connection with the proposed private placement offering in the placement agency agreement (the “Placement Agency Agreement”amount of up to $10 million with a 15% overallotment option) to be entered into between 1847 Holdings LLC, a limited liability company formed under the laws of the State of Delaware (the “Company”), and the Placement Agent, providing for the public offering, on a “reasonable best efforts” basis (the “Offering”) of either (a) Common Shares (each), at a “Share”) or (b) pre-funded warrants to subscribe for Common Shares (each a “Prefunded Warrant”) pursuant to a Securities Purchase Agreement, dated as money valuation of February 9, 2024, by and among the Company currently contemplated to be approximately $60 million pre private placement money. The Placement Agent shall be provided with a 15% over-allotment option for the Offering. The terms of the Securities and the purchasers signatory thereto gross proceeds of such Offerings will be substantially negotiated between the Placement Agent and the Company with one or more accredited investors (described below). Placement Agent acknowledges and agrees that closing of the Private Placement Offering is contingent upon the consummation of a reverse merger or other business combination (the “Purchase Business Combination”) with Bone Bio. and AFH Acquisition X, Inc. have executed a non-binding letter of intent and cannot provide any assurance that the Business Combination will be consummated. All funds from subscribers to the Private Placement Offering shall be deposited with a third-party escrow agent and distributed in accordance with the escrow instructions. Upon your acceptance of this engagement letter indicated by your signature below, (the “Agreement”). The Common Shares underlying ) this Agreement will confirm the Prefunded Warrants shall hereinafter be referred to as terms of the “Prefunded Warrant Shares”, engagement between the Placement Agent and the Prefunded Warrant Shares and the Shares shall hereinafter be referred to collectively as the “SecuritiesCompany.”
Appears in 1 contract
PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from and after any Closing, have the right to reference the Placement and the Placement Agent’ ’s role in connection therewith in the Placement 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 the Placement Agent Maxim the enclosed copy of this Agreement. Very truly yours, By: /s/ Xxx Xxxxxxx Rxxxxx Xxxxx Name: Xxx Xxxxxxx Rxxxxx Xxxxx Title: Chief Administrative Officer Address for notice: 00 Xxxxxxxx, 00xx Xxxxx New York, NY 10006 Attention: Xxxxxxx Xxxxxxxx, Director Co-Head of Investment Banking Email: Accepted and Agreed to as of the date first written above: By: /s/ Xxxxxx X. Xxxxxxx Cxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxx Cxxxxxx Xxxxx Title: President and Chief Executive Officer Address for notice: 1847 Holdings LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx New York, NY 10022 Attention: Xxxxxx X. Xxxxxxx, Chief Executive Officer Email: In connection with the engagement of Spartan Capital Securities, LLC Officer
(the “Placement Agent”a) by 1847 Holdings LLC (the “Company”) pursuant The Company agrees to a placement agency agreement dated as of the date hereof, between the Company indemnify and hold harmless 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 its affiliates and each person controlling the Placement Agent and its affiliates, directors, officers, employees and controlling persons (within the meaning of Section 15 of the Securities Act of 1933Act), as amendedand the directors, or Section 20 officers, agents and employees of the Securities Exchange Act of 1934Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person. an “Indemnified Person”) from and against all any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses and liabilities, as the same are incurred (including the reasonable fees and expenses of counsel)one counsel for all Indemnified Persons, relating to 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 its activities hereunder 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 the this Agreement, exceptthe 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 regard 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, 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 primarily and directly from any indemnitee’s willful misconduct or gross negligence.
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 the Placement Agent is entitled to indemnity hereunder, the 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 any such action or proceeding and will employ Action including the employment of counsel reasonably satisfactory to the Placement Agent 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 will pay participate in the defense thereof, but the fees and expenses of such counsel. Notwithstanding counsel shall be at the preceding sentence, expense of such Indemnified Person unless: (i) the Placement Agent will be entitled Company has failed promptly to assume the defense and employ counsel separate from 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 for that there is an actual conflict of interest that prevents the counsel selected by the Company and from any other party in such action if counsel for the Placement Agent reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent representing both the Company (or another client of such counsel) and the Placement Agent. In such event, the reasonable 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 any Indemnified Person; provided that the Company will shall not settle 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 such claim, action or proceeding 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, Agent (which will 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 Placement Agent and all other indemnitees indemnification required hereby shall not settle any claim, action or proceeding without the prior written consent be made by periodic payments of the Companyamount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.
3. The Company agrees to notify (c) In the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by the Agreement.
4. If for any reason event that the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmlessan Indemnified Person other than in accordance with this Agreement, then the Company shall contribute to the amount Liabilities and Expenses paid or payable by the Placement Agent, as the case may be, as a result of such losses, claims, damages or liabilities Indemnified Person in such proportion as is appropriate to reflect not only (i) the relative benefits received 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 or (ii) if the allocation provided by the Company immediately preceding clause is not permitted by applicable law, not only such relative benefits but also the relative fault of the Company, on the one hand, and the Placement Agent on the otherand any other Indemnified Person, but also the relative fault of the Company on the one hand and the Placement Agent on the other that resulted hand, in connection with the matters as to which such losses, claims, damages Liabilities or liabilitiesExpenses relate, as well as any other relevant equitable considerations. The amounts paid or payable by a party ; provided that in respect of lossesno event shall the Company contribute less than the amount necessary to ensure that all Indemnified Persons, claimsin the aggregate, damages are not liable for any Liabilities and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, the Placement Agent’s share of the liability hereunder shall not be Expenses in excess of the amount of fees actually received, or to be received, received by the Placement Agent under 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 (excluding any amounts a) the total value paid or contemplated to be paid to or received as reimbursement of expenses incurred 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)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.
5. These Indemnification Provisions (d) The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, 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 related 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, actions, inactions or services.
(e) The reimbursement, indemnity and contribution obligations of the Company set forth herein shall apply to any modification of this Agreement and shall remain in full force and effect whether regardless of any termination of, or not the transaction contemplated by the Agreement is completed and shall survive the termination completion of the any Indemnified Person’s services under or in connection with, this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under the Agreement or otherwise. February 9, 2024 Spartan Capital Securities, LLC 00 Xxxxxxxx, 00xx Xxxxx New York, NY 10006 Re: Placement of Common Shares or Pre-Funded Warrants to Purchase Common Shares Ladies and Gentlemen: The undersigned understands that you are the placement agent (the “Placement Agent”) in the placement agency agreement (the “Placement Agency Agreement”) to be entered into between 1847 Holdings LLC, a limited liability company formed under the laws of the State of Delaware (the “Company”), and the Placement Agent, providing for the public offering, on a “reasonable best efforts” basis (the “Offering”) of either (a) Common Shares (each, a “Share”) or (b) pre-funded warrants to subscribe for Common Shares (each a “Prefunded Warrant”) pursuant to a Securities Purchase Agreement, dated as of February 9, 2024, by and among the Company and the purchasers signatory thereto (the “Purchase Agreement”). The Common Shares underlying the Prefunded Warrants shall hereinafter be referred to as the “Prefunded Warrant Shares”, and the Prefunded Warrant Shares and the Shares shall hereinafter be referred to collectively as the “Securities.”
Appears in 1 contract
PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shallmay, from on and after any Closingthe Closing Date, have the right to reference the Placement and the Placement Agent’ ’s role in connection therewith in the Placement 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. Please confirm that the foregoing correctly sets forth our agreement by signing and returning to the Placement Agent the enclosed copy of this Agreement. Very truly yours, By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Chief Administrative Officer Address for notice: 00 Xxxxxxxx, 00xx Xxxxx New York, NY 10006 Attention: Xxxxxxx Xxxxxxxx, Director of Investment Banking Email: Accepted and Agreed to as of the date first written above: By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Jxxxxxxx Xxxxxxxx Title: Chief Executive Officer Address for notice: 1847 Holdings [Signature Page to the Placement Agency Agreement] ● Jxxxxxxx Xxxxxxxx ● Jxxx Xx ● Kxxxxxxx Field ● Gxxx Xxxxxx ● Sxxxxx Xxxxxxx Spartan Capital Securities, LLC 000 Xxxxxxx Xxxxxx40 Xxxxxxxx, 00xx Xxxxx New YorkXxx Xxxx, NY 10022 AttentionXX 00000 Ladies and Gentlemen: Xxxxxx X. Xxxxxxx, Chief Executive Officer Email: In connection with the engagement of The undersigned understands Spartan Capital Securities, LLC (the “Placement Agent”) by 1847 Holdings LLC (the “Company”) pursuant to a placement agency agreement dated as of the date hereof, between 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 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) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees and expenses of counsel), relating proposes to or arising out of its activities hereunder or pursuant to the Agreement, except, with regard to the Placement Agent, to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in enter into a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from any indemnitee’s willful misconduct or gross negligence.
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 the Placement Agent is entitled to indemnity hereunder, the 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 the 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 the 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 the Placement Agent. In such event, the reasonable 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. The Placement Agent and all other indemnitees shall not settle any claim, action or proceeding without the prior written consent of the Company.
3. The Company agrees to notify the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by the Agreement.
4. If for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless, then the Company shall contribute to the amount paid or payable by the 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 the Placement Agent on the other, but also the relative fault of the Company on the one hand and the 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 legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, the Placement Agent’s share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by the Placement Agent under the Agreement (excluding any amounts received as reimbursement of expenses incurred by the 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. February 9, 2024 Spartan Capital Securities, LLC 00 Xxxxxxxx, 00xx Xxxxx New York, NY 10006 Re: Placement of Common Shares or Pre-Funded Warrants to Purchase Common Shares Ladies and Gentlemen: The undersigned understands that you are the placement agent (the “Placement Agent”) in the placement agency agreement (the “Placement Agency Agreement”) to be entered into between 1847 Holdings LLCwith Virpax Pharmaceuticals, Inc., a limited liability company formed incorporated under the laws law of the State of Delaware (the “Company”), and the Placement Agent, providing for the public offering, on a “reasonable best efforts” basis offering (the “Public Offering”) of either 10,000,000 shares of common stock (a) the “Common Shares Stock”), par value $0.00001 per share, of the Company (each, a “Closing Share”) or (b) and/or pre-funded warrants to subscribe 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 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 Shares 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 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, in each case on a “Prefunded Warrant”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 Purchase Agreementpursuant to a bona fide third party tender offer, dated merger, consolidation or other similar transaction made to all holders of shares of Common Stock involving a change of control (as defined below) of February 9, 2024, by and among the Company after the closing of the Public Offering and approved by the purchasers signatory thereto Company’s board of directors; provided that in the event that the tender offer, 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 “Purchase Agreement”). The Common Shares underlying Exchange Act) becomes the Prefunded Warrants shall hereinafter be referred to beneficial owner (as defined in Rules 13d-3 and 13d- 5 of the “Prefunded Warrant Shares”, and Exchange Act) of a majority of total voting power of the Prefunded Warrant Shares and voting stock of the Shares shall hereinafter be referred to collectively as the “SecuritiesCompany.”
Appears in 1 contract
Samples: Placement Agency Agreement (Virpax Pharmaceuticals, Inc.)
PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from and after any Closing, have the right to reference the Placement and the Placement Agent’ role in connection therewith in the Placement 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. Please confirm that the foregoing correctly sets forth our agreement by signing and returning to the Placement Agent the enclosed copy of this Agreement. Very truly yours, SPARTAN CAPITAL SECURITIES, LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Chief Administrative Officer Address for notice: 00 Xxxxxxxx, 00xx Xxxxx New York, NY 10006 Attention: Xxxxxxx Xxxxxxxx, Director of Investment Banking Email: Accepted and Agreed to as of xxxxxxxxx@xxxxxxxxxxxxxx.xxx the date first written above: INSPIRE VETERINARY PARTNERS, INC. By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Xxxx Title: Chief Executive Officer Address for notice: 1847 Holdings LLC Inspire Veterinary Partners, Inc. 000 Xxxxxxxxx Xxxxxxx XxxxxxSuite 400 Virginia Beach, 00xx Xxxxx New York, NY 10022 AttentionVirginia 23452 Attn: Xxxxxx X. Xxxxxxx, Chief Executive Officer EmailXxxxxxx Xxxx T: (757) 734-546 In connection with the engagement of Spartan Capital Securities, LLC (“Spartan”, the “Placement Agent”) by 1847 Holdings LLC Inspire Veterinary Partners, Inc. (the “Company”) pursuant to a placement agency agreement dated as of the date hereof, between 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, with regard to the Placement Agent, 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 primarily and directly from any indemniteesuch Indemnified Party’s fraud, bad faith, willful or reckless misconduct or gross negligencenegligence 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 the such Placement Agent is entitled to indemnity hereunder, the 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 the 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 the 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 the such Placement Agent. In such event, the reasonable fees 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. The Placement Agent and all other indemnitees shall not settle any claim, action or proceeding without the prior written consent of the Company.
3. The Company agrees to notify the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by the Agreementan Offering.
4. If for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold the such Placement Agent harmless, then the Company shall contribute to the amount paid or payable by the 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 the such Placement Agent on the other, but also the relative fault of the Company on the one hand and the 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 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, the no Placement Agent’s share of the liability hereunder shall not be in excess of the amount of fees actually received, or to which may be received, received by the such Placement Agent under the Agreement (excluding any amounts received as reimbursement of expenses incurred by the 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, Agreement and shall be in addition to any liability that the Company might otherwise have to any indemnified party under the Agreement or otherwise. February 9[ ], 2024 Spartan Capital Securities, LLC 00 Xxxxxxxx, 00xx Xxxxx New York, NY 10006 Re: Placement of Class A Common Shares Stock or Pre-Funded Warrants to Purchase shares of Class A Common Shares 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”) to be entered into between 1847 Holdings LLCInspire Veterinary Partners, Inc. a limited liability company formed under the laws of the State of Delaware Nevada (the “Company”), 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 Shares Stock (each, a “Share”) or (b) pre-funded warrants to subscribe for shares of Class A Common Shares Stock (each a “Prefunded Pre-funded Warrant”) pursuant to a Securities Securities Purchase Agreement, dated as of February 9[ ], 2024, by and among the Company and the purchasers signatory thereto (the “Securities Purchase Agreement”). The shares of Class A Common Shares Stock underlying the Prefunded Pre-funded Warrants shall hereinafter be referred to as the “Prefunded Pre-funded Warrant Shares”, and the Prefunded Pre-funded Warrant Shares and the Shares shall hereinafter be referred to collectively as the “Securities.”
Appears in 1 contract
Samples: Placement Agency Agreement (Inspire Veterinary Partners, Inc.)
PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from and after any Closing, have the right to reference the Placement and the Placement Agent’ ’s role in connection therewith in the Placement 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 the Placement Agent Maxim the enclosed copy of this Agreement. Very truly yours, By: /s/ Xxx Xxxxxxx Lxxxx Xxxxxxxxx Name: Xxx Xxxxxxx Lxxxx Xxxxxxxxx Title: Chief Administrative Officer Address for notice: 00 Xxxxxxxx, 00xx Xxxxx New York, NY 10006 Attention: Xxxxxxx Xxxxxxxx, Director Co-Head of Investment Banking Email: Accepted and Agreed to as of the date first written above: By: /s/ Xxxxxx X. Xxxxxxx Cxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxx Cxxxxxx Xxxxx Title: Chief Executive Officer Address for notice: 1847 Holdings LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx New York, NY 10022 Attention: Xxxxxx X. Xxxxxxx, Chief Executive Officer Email: In connection with the engagement of Spartan Capital Securities, LLC Officer
(the “Placement Agent”a) by 1847 Holdings LLC (the “Company”) pursuant The Company agrees to a placement agency agreement dated as of the date hereof, between the Company indemnify and hold harmless 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 its affiliates and each person controlling the Placement Agent and its affiliates, directors, officers, employees and controlling persons (within the meaning of Section 15 of the Securities Act of 1933Act), as amendedand the directors, or Section 20 officers, agents and employees of the Securities Exchange Act of 1934Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person. an “Indemnified Person”) from and against all any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses and liabilities, as the same are incurred (including the reasonable fees and expenses of counsel)one counsel for all Indemnified Persons, relating to 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 its activities hereunder 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 the this Agreement, exceptthe 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 regard 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, 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 primarily and directly from any indemnitee’s willful misconduct or gross negligence.
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 the Placement Agent is entitled to indemnity hereunder, the 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 any such action or proceeding and will employ Action including the employment of counsel reasonably satisfactory to the Placement Agent 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 will pay participate in the defense thereof, but the fees and expenses of such counsel. Notwithstanding counsel shall be at the preceding sentence, expense of such Indemnified Person unless: (i) the Placement Agent will be entitled Company has failed promptly to assume the defense and employ counsel separate from 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 for that there is an actual conflict of interest that prevents the counsel selected by the Company and from any other party in such action if counsel for the Placement Agent reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent representing both the Company (or another client of such counsel) and the Placement Agent. In such event, the reasonable 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 any Indemnified Person; provided that the Company will shall not settle 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 such claim, action or proceeding 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, Agent (which will 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 Placement Agent and all other indemnitees indemnification required hereby shall not settle any claim, action or proceeding without the prior written consent be made by periodic payments of the Companyamount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.
3. The Company agrees to notify (c) In the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by the Agreement.
4. If for any reason event that the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmlessan Indemnified Person other than in accordance with this Agreement, then the Company shall contribute to the amount Liabilities and Expenses paid or payable by the Placement Agent, as the case may be, as a result of such losses, claims, damages or liabilities Indemnified Person in such proportion as is appropriate to reflect not only (i) the relative benefits received 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 or (ii) if the allocation provided by the Company immediately preceding clause is not permitted by applicable law, not only such relative benefits but also the relative fault of the Company, on the one hand, and the Placement Agent on the otherand any other Indemnified Person, but also the relative fault of the Company on the one hand and the Placement Agent on the other that resulted hand, in connection with the matters as to which such losses, claims, damages Liabilities or liabilitiesExpenses relate, as well as any other relevant equitable considerations. The amounts paid or payable by a party ; provided that in respect of lossesno event shall the Company contribute less than the amount necessary to ensure that all Indemnified Persons, claimsin the aggregate, damages are not liable for any Liabilities and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, the Placement Agent’s share of the liability hereunder shall not be Expenses in excess of the amount of fees actually received, or to be received, received by the Placement Agent under 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 (excluding any amounts a) the total value paid or contemplated to be paid to or received as reimbursement of expenses incurred 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)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.
5. These Indemnification Provisions (d) The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, 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 related 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, actions, inactions or services.
(e) The reimbursement, indemnity and contribution obligations of the Company set forth herein shall apply to any modification of this Agreement and shall remain in full force and effect whether regardless of any termination of, or not the transaction contemplated by the Agreement is completed and shall survive the termination completion of the any Indemnified Person’s services under or in connection with, this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under the Agreement or otherwise. February 9, 2024 Spartan Capital Securities, LLC 00 Xxxxxxxx, 00xx Xxxxx New York, NY 10006 Re: Placement of Common Shares or Pre-Funded Warrants to Purchase Common Shares Ladies and Gentlemen: The undersigned understands that you are the placement agent (the “Placement Agent”) in the placement agency agreement (the “Placement Agency Agreement”) to be entered into between 1847 Holdings LLC, a limited liability company formed under the laws of the State of Delaware (the “Company”), and the Placement Agent, providing for the public offering, on a “reasonable best efforts” basis (the “Offering”) of either (a) Common Shares (each, a “Share”) or (b) pre-funded warrants to subscribe for Common Shares (each a “Prefunded Warrant”) pursuant to a Securities Purchase Agreement, dated as of February 9, 2024, by and among the Company and the purchasers signatory thereto (the “Purchase Agreement”). The Common Shares underlying the Prefunded Warrants shall hereinafter be referred to as the “Prefunded Warrant Shares”, and the Prefunded Warrant Shares and the Shares shall hereinafter be referred to collectively as the “Securities.”
Appears in 1 contract
PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shallmay, from on and after any Closingthe Closing Date, have the right to reference the Placement and the Placement Agent’ ’s role in connection therewith in the Placement 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. Please confirm that the foregoing correctly sets forth our agreement by signing and returning to the Placement Agent the enclosed copy of this Agreement. Very truly yours, By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Chief Administrative Officer Address for notice: 00 Xxxxxxxx, 00xx Xxxxx New York, NY 10006 Attention: Xxxxxxx Xxxxxxxx, Director of Investment Banking Email: Accepted and Agreed to as of the date first written above: By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Jxxxxxxx Xxxxxxxx Title: Chief Executive Officer Address for notice: 1847 Holdings [Signature Page to the Placement Agency Agreement] Spartan Capital Securities, LLC 000 Xxxxxxx Xxxxxx40 Xxxxxxxx, 00xx Xxxxx New York, NY 10022 Attention10006 Ladies and Gentlemen: Xxxxxx X. Xxxxxxx, Chief Executive Officer Email: In connection with the engagement of The undersigned understands Spartan Capital Securities, LLC (the “Placement Agent”) by 1847 Holdings LLC (the “Company”) pursuant to a placement agency agreement dated as of the date hereof, between 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 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) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees and expenses of counsel), relating proposes to or arising out of its activities hereunder or pursuant to the Agreement, except, with regard to the Placement Agent, to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in enter into a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from any indemnitee’s willful misconduct or gross negligence.
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 the Placement Agent is entitled to indemnity hereunder, the 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 the 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 the 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 the Placement Agent. In such event, the reasonable 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. The Placement Agent and all other indemnitees shall not settle any claim, action or proceeding without the prior written consent of the Company.
3. The Company agrees to notify the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by the Agreement.
4. If for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless, then the Company shall contribute to the amount paid or payable by the 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 the Placement Agent on the other, but also the relative fault of the Company on the one hand and the 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 legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, the Placement Agent’s share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by the Placement Agent under the Agreement (excluding any amounts received as reimbursement of expenses incurred by the 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. February 9, 2024 Spartan Capital Securities, LLC 00 Xxxxxxxx, 00xx Xxxxx New York, NY 10006 Re: Placement of Common Shares or Pre-Funded Warrants to Purchase Common Shares Ladies and Gentlemen: The undersigned understands that you are the placement agent (the “Placement Agent”) in the placement agency agreement (the “Placement Agency Agreement”) to be entered into between 1847 Holdings LLCwith Virpax Pharmaceuticals, Inc., a limited liability company formed incorporated under the laws law of the State of Delaware (the “Company”), and the Placement Agent, providing for the public offering, on a “reasonable best efforts” basis offering (the “Public Offering”) of either [●] shares of common stock (a) the “Common Shares Stock”), par value $0.00001 per share, of the Company (each, a “Closing Share”) or (b) and/or pre-funded warrants to subscribe 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 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 Shares 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 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, in each case on a “Prefunded Warrant”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 Purchase Agreementpursuant to a bona fide third party tender offer, dated merger, consolidation or other similar transaction made to all holders of shares of Common Stock involving a change of control (as defined below) of February 9, 2024, by and among the Company after the closing of the Public Offering and approved by the purchasers signatory thereto Company’s board of directors; provided that in the event that the tender offer, 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 “Purchase Agreement”). The Common Shares underlying Exchange Act) becomes the Prefunded Warrants shall hereinafter be referred to beneficial owner (as defined in Rules 13d-3 and 13d- 5 of the “Prefunded Warrant Shares”, and Exchange Act) of a majority of total voting power of the Prefunded Warrant Shares and voting stock of the Shares shall hereinafter be referred to collectively as the “SecuritiesCompany.”
Appears in 1 contract
Samples: Placement Agency Agreement (Virpax Pharmaceuticals, Inc.)
PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from on and after any Closingthe Initial Closing Date, have the right to reference the Placement and the Placement Agent’ ’s role in connection therewith in the Placement 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. Please confirm that the foregoing correctly sets forth our agreement by signing and returning to the Placement Agent Agents the enclosed copy of this Agreement. Very truly yours, By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Chief Administrative Officer Address for notice: 00 XxxxxxxxTitan Partners Group LLC, a division of American Capital Partners, LLC 0 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx New YorkXxx Xxxx, NY 10006 XX 00000 Attention: Xxxxxxx Xxxxxxxx, Director of Investment Banking Xxxx Xxxxx Email: xxxxxxx@xxxxxxxxxxxxxxxx.xxx Accepted and Agreed to as of the date first written above: By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxx Xxxxxx X. Xxxxxxx Title: Chief Executive Officer Address for notice: 1847 Holdings LLC Tiziana Life Sciences plc 0xx Xxxxx, 000 Xxxxxxx XxxxxxXxxxxxxxx London EC2V 6DN, 00xx Xxxxx New York, NY 10022 United Kingdom Attention: Xxxxxx X. XxxxxxxFinance Director Fax No.: +00 00 0000 0000 E-mail: xxxxx@XxxxxxxXxxxXxxxxxxx.xxx October 30, Chief Executive Officer Email2024 Re: In connection with the engagement Placement Agency Agreement, dated as of Spartan Capital SecuritiesOctober 30, LLC 2024 (the “Placement AgentAgreement”) by 1847 Holdings LLC ), between Tiziana Life Sciences Ltd. (the “Company”) pursuant 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 a placement agency agreement dated as Section 9(F) of the date hereofPlacement Agreement and in satisfaction of a condition of the Company’s obligations under the Placement Agreement, between the undersigned irrevocably agrees with the Company and that, from the Placement Agentdate hereof until ninety (90) days after the Closing Date (such period, as it may be amended from time to time in writing (the “AgreementRestriction 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), the Company hereby agrees as follows:
1. To the extent permitted by lawdirectly or indirectly, the Company will indemnify the Placement Agent and its affiliates, directors, officers, employees and controlling persons (or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 16 of the Securities Exchange Act of 1934) against all losses, claims, damages, expenses and liabilities, as amended (the same are incurred (including the reasonable fees and expenses of counsel“Exchange Act”), relating to with respect to, any Common Shares or arising out of its activities hereunder securities convertible, exchangeable or pursuant to the Agreementexercisable into, exceptCommon Shares beneficially owned, with regard to the Placement Agent, to the extent that any losses, claims, damages, expenses held 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 primarily and directly from any indemnitee’s willful misconduct or gross negligence.
2. Promptly after receipt hereafter acquired by the Placement Agent of notice of undersigned (the “Securities”) or make any claim demand for or the commencement of exercise any action right or proceeding cause to be filed a registration, including any amendments thereto, with respect to which the Placement Agent is entitled registration of any Common Shares or Common Stock Equivalents or publicly disclose the intention to indemnity hereunderdo 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 Placement Agent will notify Company shall impose irrevocable stop-transfer instructions preventing the transfer agent of the Company from effecting any actions in writing violation 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 the Placement Agent and will pay the fees and expenses of such counselthis Letter Agreement. Notwithstanding the preceding sentenceforegoing, and subject to the conditions below, the Placement Agent will be entitled to employ counsel separate from counsel 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 Company and from any other party in such action if counsel for the 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 the Placement Agent. In such event, the reasonable 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 balance of the Placement AgentRestriction Period from each donee, which will not be unreasonably withheld. The Placement Agent and all other indemnitees shall not settle any claimtrustee, action distributee, or proceeding without the prior written consent of the Company.
3. The Company agrees to notify the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by the Agreement.
4. If for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless, then the Company shall contribute to the amount paid or payable by the Placement Agenttransferee, 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 result 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 lossestrust; or
vi) by xxxx, claimsother testamentary document or intestate succession to the legal representative, damages heir, beneficiary or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand, and the Placement Agent on the other, but also the relative fault a member of the Company on the one hand and the 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 legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, the Placement Agent’s share immediate family of the liability hereunder undersigned; In addition, notwithstanding the foregoing, this Letter Agreement shall not be in excess restrict the delivery of shares of Common Stock to the undersigned upon (i) exercise any options granted under any employee benefit plan of the amount of fees actually received, or to be received, by the Placement Agent under the Agreement (excluding Company; provided that any amounts received as reimbursement of expenses incurred by the 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. February 9, 2024 Spartan Capital Securities, LLC 00 Xxxxxxxx, 00xx Xxxxx New York, NY 10006 Re: Placement shares of Common Shares or Pre-Funded Warrants Securities acquired in connection with any such exercise will be subject to Purchase the restrictions set forth in this Letter Agreement, or (ii) the exercise of warrants or any other security convertible into or exercisable for Common Shares; provided that such Common Shares Ladies 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 Gentlemen: 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 understands acknowledges that you are the placement agent (execution, delivery and performance of this Letter Agreement is a material inducement to the “Placement Agent”) 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 placement agency agreement (written consent of each of the “Placement Agency Agreement”) to Company and the undersigned. This Letter Agreement shall be entered into between 1847 Holdings LLC, a limited liability company formed under construed and enforced in accordance with the laws of the State of Delaware 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, 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 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 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 subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date referred to above as the Initial Exercise Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ____, 20273 (the “Termination Date”) but not thereafter, to subscribe for and purchase from TIZIANA LIFE SCIENCES LTD., an exempted company incorporated under the laws of Bermuda (the “Company”), and up to _______ common shares (as subject to adjustment hereunder, the Placement Agent“Warrant Shares”), providing for the public offering, on a “reasonable best efforts” basis par value $0.001 per share (the “OfferingCommon Stock”) of either (a) Common Shares (each, a “Share”) or (b) pre-funded warrants to subscribe for Common Shares (each a “Prefunded Warrant”) pursuant to a Securities Purchase Agreement, dated as of February 9, 2024, by and among the Company and the purchasers signatory thereto (the “Purchase Agreement”)Company. The purchase price of one share of Common Shares underlying Stock under this Warrant shall be equal to the Prefunded Warrants shall hereinafter be referred to Exercise Price, as the “Prefunded Warrant Shares”, and the Prefunded Warrant Shares and the Shares shall hereinafter be referred to collectively as the “Securitiesdefined in Section 2(b).”
Appears in 1 contract
Samples: Placement Agency Agreement (Tiziana Life Sciences LTD)
