Common use of Placement Agent Clause in Contracts

Placement Agent. Such Purchaser hereby acknowledges and agrees that it has independently evaluated the merits of its decision to purchase the Securities, and that (i) the Placement Agent is acting solely as placement agent in connection with the execution, delivery and performance of the Transaction Documents and it is not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary for such Purchaser, the Company or any other Person in connection with the execution, delivery and performance of the Transaction Documents, (ii) the Placement Agent has not made and will not make any representation or warranty, whether express or implied, of any kind or character and have not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents and (iii) the Placement Agent will not have any responsibility with respect to (A) any representations, warranties or agreements made by any Person under or in connection with the execution, delivery and performance of the Transaction Documents, or the execution, legality, validity or enforceability (with respect to any Person) thereof, or (B) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

Placement Agent. Such Purchaser hereby acknowledges and agrees that it has independently evaluated the merits of its decision to purchase the Securities, and that (i) the Placement Agent is acting solely as placement agent in connection with the execution, delivery and performance of the Transaction Documents and it is not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary for such Purchaser, the Company or any other Person in connection with the execution, delivery and performance of the Transaction Documents, (ii) the Placement Agent has not made and will not make any representation or warranty, whether express or implied, of any kind or character and have has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents and (iii) the Placement Agent will not have any responsibility with respect to (A) any representations, warranties or agreements made by any Person under or in connection with the execution, delivery and performance of the Transaction Documents, or the execution, legality, validity or enforceability (with respect to any Person) thereof, or (B) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

Placement Agent. Such Purchaser hereby acknowledges and agrees that it has independently evaluated the merits of its decision to purchase the Securities, and that (i) the Placement Agent is acting solely as placement agent in connection with the execution, delivery and performance of the Transaction Documents and it is not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary for such Purchaser, the Company or any other Person in connection with the execution, delivery delivery, and performance of the Transaction Documents, (ii) the Placement Agent has not made and will not make any representation or warranty, whether express or implied, of any kind or character and have not provided any advice or recommendation in connection with the execution, delivery delivery, and performance of the Transaction Documents Documents, and (iii) the Placement Agent will not have any responsibility with respect to (A) any representations, warranties warranties, or agreements made by any Person under or in connection with the execution, delivery delivery, and performance of the Transaction Documents, or the execution, legality, validity validity, or enforceability (with respect to any Person) thereof, or (B) the business, affairs, financial condition, operations, properties properties, or prospects of, or any other matter concerning the Company. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend amend, or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

Placement Agent. Such The Company acknowledges that it has engaged SVB Leerink LLC as placement agent in the offering documented by this Agreement (the “Placement Agent”), and the Company shall be solely responsible for the payment of all fees and expenses to the Placement Agent. Each Purchaser hereby acknowledges and agrees that it has independently evaluated the merits of its decision to purchase the Securities, and that (ia) the Placement Agent is acting solely as placement agent in connection with the execution, delivery and performance of the Transaction Documents and it is not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary for such any Purchaser, the Company or any other Person person or entity in connection with the execution, delivery and performance of the any Transaction DocumentsDocument, (iib) the Placement Agent has not made and will not make any representation or warranty, whether express or implied, of any kind or character character, and have has not provided any advice or recommendation in connection with the execution, delivery and performance of the any Transaction Documents and Document, (iiic) the Placement Agent will not have any responsibility with respect to (Ai) any representations, warranties or agreements made by any Person person or entity under or in connection with the execution, delivery and performance of the any Transaction DocumentsDocument, or the execution, legality, validity or enforceability (with respect to any Personperson) thereof, or (Bii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company. The , and (d) the Placement Agent will not have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by any Purchaser, the Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document person or instrument executed and/or delivered entity), whether in connection with this Agreement contract, tort or the consummation otherwise, to any Purchaser, or to any person claiming through it, in respect of the transactions contemplated hereby. Notwithstanding the foregoingexecution, for the avoidance delivery and performance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the futureTransaction Document.

Placement Agent. Such The Purchaser acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, any of its affiliates or any of its or their control persons, officers, directors and employees (each a “Placement Agent” and collectively, the “Placement Agents”) in making its investment or decision to invest in the Company. The Purchaser agrees that no Placement Agent shall be liable to the Purchaser for any action heretofore or hereafter taken or omitted to be taken by any of them or have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by you, the Company or any other person or entity), whether in contract, tort or otherwise, to the Purchaser, or to any person claiming through the Purchaser, in respect of the transactions contemplated by this Agreement. The Purchaser hereby acknowledges and agrees that it has independently evaluated the merits of its decision to purchase the Securities, and that (ia) the each Placement Agent is acting solely as the Company’s placement agent in connection with the execution, delivery transactions contemplated by this Agreement and performance of the Transaction Documents and it is not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary for such the Purchaser, the Company or any other Person person or entity in connection with the execution, delivery and performance of the Transaction Documentstransactions contemplated by this Agreement, (iib) the no Placement Agent has not made and or will not make any representation or warranty, whether express or implied, of any kind or character and have has not provided any advice or recommendation in connection with the executiontransactions contemplated by this Agreement, delivery and performance of the Transaction Documents and (iiic) the no Placement Agent will not have any responsibility with respect to (Ai) any representations, warranties or agreements made by any Person person or entity under or in connection with the execution, delivery and performance transactions contemplated by this Agreement or any of the Transaction Documentsdocuments furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability (with respect to any Personperson) or any thereof, or (Bii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the futureby this Agreement.

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

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

Placement Agent. Such Purchaser hereby acknowledges and agrees that it has independently evaluated the merits of its decision to purchase the Securities, and that (ia) the Placement Agent is acting solely as a placement agent in connection with the execution, delivery and performance of the Transaction Documents and it is are not acting as an underwriter underwriter, initial purchaser, dealer or in any other such capacity and is are not and shall not be construed as a fiduciary for such Purchaser, the Company or any other Person person or entity in connection with the execution, delivery and performance of the Transaction Documents, (iib) it is not relying upon, and has not relied upon, any statement, representation or warranty made by the Placement Agent, any of their respective affiliates or any of their respective control persons, officers, directors and employees, in making its investment or decision to invest in the Company, (c) the Placement Agent has not made and will not make any representation or warranty, whether express or implied, of any kind or character character, and have not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents and Documents, (iiid) the Placement Agent will not have any responsibility with respect to (Ai) any representations, warranties or agreements made by any Person person or entity under or in connection with the execution, delivery and performance of the Transaction Documents, or the execution, legality, validity or enforceability (with respect ▇▇▇▇-▇▇▇▇-▇▇▇▇\10 to any Personperson) thereof, or (Bii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company. The Company acknowledges , and agrees that (e) the representations contained in this Section 3.2 shall Placement Agent will not modifyhave any liability or obligation (including without limitation, amend for or affect with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Purchaser’s right to rely on , the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document Company or any other document person or instrument executed and/or delivered entity), whether in contract, tort or otherwise, to such Investor, or to any person claiming through it, in respect of any action heretofore or hereafter taken or omitted to be taken by any of them in connection with this Agreement any Purchasers purchase of the Shares or the consummation execution, delivery and performance of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the futureTransaction Documents.

Placement Agent. Such Purchaser Investor hereby acknowledges and agrees that it has independently evaluated the merits of its decision to purchase the Securities, and that (ia) the Placement Agent is acting solely as placement agent in connection with the execution, delivery and performance of the Transaction Documents and it is not acting as an underwriter or in any other capacity and is not and shall not be construed as a financial advisor or fiduciary for such PurchaserInvestor, the Company or any other Person person or entity in connection with the execution, delivery and performance of the Transaction Documents, (iib) the Placement Agent has not made and will not make any representation or warranty, whether express or implied, of any kind or character character, and have has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents Documents, (c) that no disclosure or offering document has been prepared in connection with the offer and sale of the Shares by the Placement Agent or its affiliates, (iiid) the Placement Agent will not have any responsibility with respect to (Ai) any representations, warranties or agreements made by any Person person or entity under or in connection with the execution, delivery and performance of the Transaction Documents, or the execution, legality, validity or enforceability (with respect to any Personperson) thereof, or (Bii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company. The , (e) the Placement Agent will not have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Investor, the Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document person or instrument executed and/or delivered entity), whether in connection with this Agreement contract, tort or the consummation otherwise, to such Investor, or to any person claiming through it, in respect of the transactions contemplated hereby. Notwithstanding execution, delivery and performance of the foregoingTransaction Documents and (f) the Placement Agent and its directors, for the avoidance of doubtofficers, nothing contained herein shall constitute a representation or warrantyemployees, or preclude any actions, representatives and controlling persons have made no independent investigation with respect to locating the Company or borrowing shares in order the Shares or the accuracy, completeness or adequacy of any information supplied to effect Short Sales or similar transactions in the futurePlacement Agent by the Company.

Placement Agent. Such Purchaser Investor hereby acknowledges and agrees that it has independently evaluated the merits of its decision to purchase the Securities, and that (ia) the Placement Agent is acting solely as placement agent in connection with the execution, delivery and performance of the Transaction Documents and it is not acting as an underwriter underwriter, initial purchaser, dealer or in any other such capacity and is not and shall not be construed as a fiduciary for such PurchaserInvestor, the Company or any other Person person or entity in connection with the execution, delivery and performance of the Transaction Documents, (iib) it is not relying upon, and has not relied upon, any statement, representation or warranty made by the Placement Agent, any of its affiliates or any of its control persons, officers, directors and employees, in making its investment or decision to invest in the Company, (c) the Placement Agent has not made and will not make any representation or warranty, whether express or implied, of any kind or character character, and have has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents and Documents, (iiid) the Placement Agent will not have any responsibility with respect to (Ai) any representations, warranties or agreements made by any Person person or entity under or in connection with the execution, delivery and performance of the Transaction Documents, or the execution, legality, validity or enforceability (with respect to any Personperson) thereof, or (Bii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company. The , and (e) the Placement Agent will not have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Investor, the Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document person or instrument executed and/or delivered entity), whether in contract, tort or otherwise, to such Investor, or to any person claiming through it, in respect of any action heretofore or hereafter taken or omitted to be taken by any of them in connection with this Agreement any Investor’s purchase of the Placement Securities or the consummation execution, delivery and performance of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the futureTransaction Documents.

Placement Agent. Such Purchaser hereby acknowledges and agrees that it has independently evaluated the merits of its decision to purchase the Securities, and that (ia) the Placement Agent is acting solely as a placement agent in connection with the execution, delivery and performance of the Transaction Documents and it is are not acting as an underwriter underwriter, initial purchaser, dealer or in any other such capacity and is are not and shall not be construed as a fiduciary for such Purchaser, the Company or any other Person person or entity in connection with the execution, delivery and performance of the Transaction Documents, (iib) it is not relying upon, and has not relied upon, any statement, representation or warranty made by the Placement Agent, any of their respective affiliates or any of their respective control persons, officers, directors and employees, in making its investment or decision to invest in the Company, (c) the Placement Agent has not made and will not make any representation or warranty, whether express or implied, of any kind or character character, and have not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents and Documents, (iiid) the Placement Agent will not have any responsibility with respect to (Ai) any representations, warranties or agreements made by any Person person or entity under or in connection with the execution, delivery and performance of the Transaction Documents, or the execution, legality, validity or enforceability (with respect to any Personperson) thereof, or (Bii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company. The Company acknowledges , and agrees that (e) the representations contained in this Section 3.2 shall Placement Agent will not modifyhave any liability or obligation (including without limitation, amend for or affect with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Purchaser’s right to rely on , the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document Company or any other document person or instrument executed and/or delivered entity), whether in contract, tort or otherwise, to such Investor, or to any person claiming through it, in respect of any action heretofore or hereafter taken or omitted to be taken by any of them in connection with this Agreement any Purchasers purchase of the Shares or the consummation execution, delivery and performance of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the futureTransaction Documents.

Placement Agent. Such Each Purchaser hereby acknowledges and agrees that it has independently evaluated the merits of its decision to purchase the Securities, and that (ia) the each Placement Agent is acting solely as placement agent in connection with the execution, delivery and performance of this Agreement and the Transaction Documents issuance of the Shares to Purchaser and it is not acting neither the Placement Agent nor any of its respective affiliates have acted as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary or financial advisor for such Purchaser, the Company or any other Person person or entity in connection with the execution, delivery and performance of this Agreement and the Transaction Documentsissuance and purchase of the Shares, (iib) the each Placement Agent has not made and will does not make any representation or warranty, whether express or implied, of any kind or character and have character, or has not provided any advice or recommendation in connection with the execution, delivery and performance of this Agreement or with respect to the Transaction Documents and Shares, nor is such information or advice necessary or desired, (iiic) the each Placement Agent will not have any responsibility with respect to (Ai) any representations, warranties or agreements made by any Person person or entity under or in connection with the execution, delivery and performance of the Transaction Documentsthis Agreement, or the execution, legality, validity or enforceability (with respect to any Personperson) thereof, or (Bii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company. The Company acknowledges , and agrees that (d) the representations contained in this Section 3.2 shall Placement Agent, its affiliates or any of its or their control persons, officers, directors or employees, will not modifyhave any liability or obligation (including for or with respect to any losses, amend claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or affect disbursements incurred by such Purchaser’s right to rely on , the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document Company or any other person or entity), whether in contract, tort or otherwise, to such Purchaser, or to any person claiming through it, in respect of the execution, delivery and performance of this Agreement, except in each case for such party’s own gross negligence, willful misconduct or bad faith. No disclosure or offering document has been prepared by the Placement Agent or instrument executed and/or delivered any of its respective affiliates in connection with this Agreement or the consummation offer and sale of the transactions contemplated herebyShares. Notwithstanding Neither the foregoing, for Placement Agent nor any of its respective affiliates have made or make any representation as to the avoidance quality or value of doubt, nothing contained herein shall constitute a representation or warranty, or preclude the Shares. The Placement Agent and any actions, of its respective affiliates may have acquired non-public information with respect to locating or borrowing shares in order the Company, which ▇▇▇▇▇▇▇▇▇ agrees need not be provided to effect Short Sales or similar transactions in the futureit.

Placement Agent. Such Purchaser The undersigned hereby acknowledges and agrees that it has independently evaluated the merits of its decision to purchase the Securities, and that (i) the Placement Agent is acting solely as placement agent in connection with the execution, delivery and performance this offering of the Transaction Documents Shares and it is not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary for such Purchaserthe undersigned, the Company or any other Person person or entity in connection with this offering of the execution, delivery and performance of Shares or the transactions contemplated by the Transaction Documents, (iib) the Placement Agent has not made and will not make any representation or warranty, whether express or implied, of any kind or character and have not provided any advice or recommendation in connection with the execution, delivery and performance this offering of the Shares or the transactions contemplated by the Transaction Documents and Documents, (iiic) the Placement Agent will not have any no responsibility with respect to (Ai) any representations, warranties or agreements made by any Person person or entity under or in connection with the execution, delivery and performance this offering of the Transaction DocumentsShares, the transactions or any of the documents furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability (with respect to any Personperson) of any thereof, or (Bii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company. The , this offering of the Shares or the transactions contemplated by the Transaction Documents and (d) the Placement Agent shall have no liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by the undersigned, the Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document person or instrument executed and/or delivered entity), whether in connection with contract, tort or otherwise, to the undersigned, or to any person claiming through the undersigned, in respect of this Agreement offering of the Shares or the consummation of the transactions contemplated hereby. Notwithstanding by the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the futureTransaction Documents.]

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

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