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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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