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

Limitation of Engagement to the Company. The Company acknowledges that Rxxxxx has been retained only by the Company, that Rxxxxx is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of Rxxxxx 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 Rxxxxx or any of 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 Rxxxxx, no one other than the Company is authorized to rely upon this Agreement or any other statements or conduct of Rxxxxx, 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 Rxxxxx to the Company in connection with Rxxxxx’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. Rxxxxx 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 Rxxxxx. The Company agrees that it will perform and comply with the covenants and other obligations set forth in the purchase agreement and related transaction documents between the Company and the investors in the Offering, and that Rxxxxx will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to Rxxxxx by the Company.

Limitation of Engagement to the Company. The Company acknowledges that Rxxxxx HCW has been retained only by the Company, that Rxxxxx HCW is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of Rxxxxx HCW 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 Rxxxxx HCW or any of 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 RxxxxxHCW, no one other than the Company is authorized to rely upon this Agreement or any other statements or conduct of RxxxxxHCW, 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 Rxxxxx HCW to the Company in connection with Rxxxxx’x HCW’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. Rxxxxx HCW 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 RxxxxxHCW. The Company agrees that it will perform and comply with the covenants and other obligations set forth in the purchase agreement and related transaction documents between the Company and the investors in the Offering, and that Rxxxxx HCW will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in such securities purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to Rxxxxx HCW by the Company.

Limitation of Engagement to the Company. The Company acknowledges that Rxxxxx Xxxxxx has been retained only by the Company, that Rxxxxx Xxxxxx is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of Rxxxxx 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 Rxxxxx Xxxxxx or any of 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 1934 (the “Exchange Act”)), employees or agents. Unless otherwise expressly agreed in writing by RxxxxxXxxxxx, no one other than the Company is authorized to rely upon this Agreement or any other statements or conduct of RxxxxxXxxxxx, 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 Rxxxxx Xxxxxx to the Company in connection with Rxxxxx’x 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. Rxxxxx 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 RxxxxxXxxxxx. The Company agrees that it will perform and comply with the covenants and other obligations set forth in the purchase agreement and related transaction documents between the Company and the investors in the Offering, and that Rxxxxx Xxxxxx will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to Rxxxxx Xxxxxx by the Company.

Limitation of Engagement to the Company. The Company acknowledges that Rxxxxx Xxxxxx has been retained only by the Company, that Rxxxxx Xxxxxx is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of Rxxxxx 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 Rxxxxx Xxxxxx or any of 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 RxxxxxXxxxxx, no one other than the Company is authorized to rely upon this Agreement or any other statements or conduct of RxxxxxXxxxxx, 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 Rxxxxx Xxxxxx to the Company in connection with Rxxxxx’x Xxxxxx’x engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible OfferingPlacement, 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. Rxxxxx 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 RxxxxxXxxxxx. The Company agrees that it will perform and comply with the covenants and other obligations set forth in the purchase agreement (the “Purchase Agreement”) and related transaction documents between the Company and the investors in the OfferingPlacement (collectively with the Purchase Agreement, the “Transaction Documents”) and that Rxxxxx Xxxxxx will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in such purchase agreement and related transaction documents Transaction Documents as if such representations, warranties, agreements and covenants were made directly to Rxxxxx Xxxxxx by the Company.

Limitation of Engagement to the Company. The Company acknowledges that Rxxxxx Xxxxxx has been retained only by the Company, that Rxxxxx Xxxxxx is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of Rxxxxx 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 Rxxxxx Xxxxxx or any of 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 RxxxxxXxxxxx, no one other than the Company is authorized to rely upon this Agreement or any other statements or conduct of RxxxxxXxxxxx, 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 Rxxxxx Xxxxxx to the Company in connection with Rxxxxx’x 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. Rxxxxx 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 prospective Investor introduced to it by RxxxxxXxxxxx. The Company agrees that it will perform and comply with the covenants and other obligations set forth in the purchase agreement and related transaction documents between the Company and the investors Investors in the OfferingOffering (collectively, the “Transaction Documents”), and that Rxxxxx Xxxxxx will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in such purchase agreement and related transaction documents Transaction Documents as if such representations, warranties, agreements and covenants were made directly to Rxxxxx Xxxxxx by the Company.

Limitation of Engagement to the Company. The Company acknowledges that Rxxxxx HCW has been retained only by the Company, that Rxxxxx HCW is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of Rxxxxx HCW 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 Rxxxxx HCW or any of 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 RxxxxxHCW, no one other than the Company is authorized to rely upon this Agreement or any other statements or conduct of RxxxxxHCW, 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 Rxxxxx HCW to the Company in connection with Rxxxxx’x HCW’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. Rxxxxx HCW 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 Rxxxxx. The Company agrees that it will perform and comply with the covenants and other obligations set forth in the purchase agreement and related transaction documents between the Company and the investors in the Offering, and that Rxxxxx will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to Rxxxxx by the CompanyHCW.

Limitation of Engagement to the Company. The Company acknowledges that Rxxxxx GPC has been retained only by the Company, that Rxxxxx GPC is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s 's engagement of Rxxxxx GPC 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 Rxxxxx GPC or any of 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 RxxxxxGPC, no one other than the Company is authorized to rely upon this Agreement or any other statements or conduct of RxxxxxGPC, 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 Rxxxxx GPC to the Company in connection with Rxxxxx’x GPC's engagement is intended solely for the benefit and use of the Company’s '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. Rxxxxx GPC 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 RxxxxxGPC. The Company agrees that it will perform and comply with the covenants and other obligations set forth in the purchase agreement and related transaction documents between the Company and the investors in the Offering, and that Rxxxxx GPC will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to Rxxxxx GPC by the Company.

Limitation of Engagement to the Company. The Company acknowledges that Rxxxxx Xxxxxx has been retained only by the Company, that Rxxxxx Xxxxxx is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of Rxxxxx 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 Rxxxxx Xxxxxx or any of 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 RxxxxxXxxxxx, no one other than the Company is authorized to rely upon this Agreement or any other statements or conduct of RxxxxxXxxxxx, 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 Rxxxxx Xxxxxx to the Company in connection with Rxxxxx’x Xxxxxx’x engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible OfferingPlacement, 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. Rxxxxx 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 RxxxxxXxxxxx. The Company agrees that it will perform and comply with the covenants and other obligations set forth in the purchase agreement and related transaction documents between the Company and the investors in the Offering, Transaction Documents and that Rxxxxx Xxxxxx will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in such purchase agreement and related transaction documents Transaction Documents as if such representations, warranties, agreements and covenants were made directly to Rxxxxx Xxxxxx by the Company.

Limitation of Engagement to the Company. The Company acknowledges that Rxxxxx HCW has been retained only by the Company, that Rxxxxx HCW is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of Rxxxxx HCW 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 Rxxxxx HCW or any of 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 RxxxxxHCW, no one other than the Company is authorized to rely upon this Agreement or any other statements or conduct of RxxxxxHCW, 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 Rxxxxx HCW to the Company in connection with Rxxxxx’x HCW’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. Rxxxxx HCW 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 RxxxxxHCW. The Company agrees that it will perform and comply with the covenants and other obligations set forth in the purchase agreement and related transaction documents between the Company and the investors in the OfferingTransaction Documents, and that Rxxxxx HCW will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in such purchase agreement and related transaction documents Transaction Documents as if such representations, warranties, agreements and covenants were made directly to Rxxxxx HCW by the Company.

Limitation of Engagement to the Company. The Company acknowledges that Rxxxxx HCW has been retained only by the Company, that Rxxxxx HCW is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of Rxxxxx HCW 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 Rxxxxx HCW or any of 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 RxxxxxHCW, no one other than the Company is authorized to rely upon this Agreement or any other statements or conduct of RxxxxxHCW, 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 Rxxxxx HCW to the Company in connection with Rxxxxx’x HCW’s engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible OfferingPlacement, 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. Rxxxxx HCW 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 RxxxxxHCW. The Company agrees that it will perform and comply with the covenants and other obligations set forth in the purchase agreement and related transaction documents between the Company and the investors in the Offering400 Xxxx Xxxxxx | Xxx Xxxx, and that Rxxxxx will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to Rxxxxx by the Company.Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPC

Limitation of Engagement to the Company. The Company acknowledges that Rxxxxx GenCap has been retained only by the Company, that Rxxxxx GenCap is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of Rxxxxx GenCap 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 Rxxxxx GenCap or any of 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 RxxxxxGenCap, no one other than the Company is authorized to rely upon this Agreement or any other statements or conduct of RxxxxxGenCap, 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 Rxxxxx GenCap to the Company in connection with Rxxxxx’x GenCap’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. Rxxxxx GenCap shall not have the authority to make any commitment binding on the Companycompany. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by RxxxxxGenCap. The Company agrees that it will perform and comply with the covenants and other obligations set forth in the purchase agreement and related transaction documents between the Company and the investors in the Offering, and that Rxxxxx GenCap will be entitled to rely on the representationsrepresentation, warranties, agreements and covenants of the Company contained in such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to Rxxxxx GenCap by the Company.

Limitation of Engagement to the Company. The Company acknowledges that Rxxxxx Xxxxxx has been retained only by the Company, that Rxxxxx Xxxxxx is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of Rxxxxx 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 Rxxxxx Xxxxxx or any of 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 RxxxxxXxxxxx, no one other than the Company is authorized to rely upon this Agreement or any other statements or conduct of RxxxxxXxxxxx, 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 Rxxxxx Xxxxxx to the Company in connection with Rxxxxx’x 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. Rxxxxx 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 RxxxxxXxxxxx. The Company agrees that it will perform and comply with the covenants and other obligations set forth in the purchase agreement (the “Purchase Agreement”) and related transaction documents between the Company and the investors in the OfferingOffering (collectively with the Purchase Agreement, and that Rxxxxx will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to Rxxxxx by the Company“Transaction Documents”).

Limitation of Engagement to the Company. The Company acknowledges that Rxxxxx has been retained only by the Company, that Rxxxxx is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of Rxxxxx 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 Rxxxxx or any of 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 Rxxxxx, no one other than the Company is authorized to rely upon this Agreement or any other statements or conduct of Rxxxxx, 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 Rxxxxx to the Company in connection with Rxxxxx’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. Rxxxxx 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 Rxxxxx. The Company agrees that it will perform and comply with the covenants and other obligations set forth in the purchase agreement and related transaction documents between the Company and the investors in the Offering, and that Rxxxxx will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to Rxxxxx by the Company.

Limitation of Engagement to the Company. The Company acknowledges that Rxxxxx Xxxxxx has been retained only by the Company, that Rxxxxx Xxxxxx is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of Rxxxxx 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 Rxxxxx Xxxxxx or any of 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 RxxxxxXxxxxx, no one other than the Company is authorized to rely upon this Agreement or any other statements or conduct of RxxxxxXxxxxx, 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 Rxxxxx Xxxxxx to the Company in connection with Rxxxxx’x Xxxxxx’x engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible OfferingWarrant Exercise, 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. Rxxxxx 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 RxxxxxXxxxxx. The Company agrees that it will perform and comply with the covenants and other obligations set forth in the purchase agreement and related transaction documents between the Company and the investors in the OfferingWarrant Exercise, and that Rxxxxx Xxxxxx will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to Rxxxxx Xxxxxx by the Company.

Limitation of Engagement to the Company. The Company acknowledges that Rxxxxx HCW has been retained only by the Company, that Rxxxxx HCW is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s 's engagement of Rxxxxx HCW 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 Rxxxxx HCW or any of 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 RxxxxxHCW, no one other than the Company is authorized to rely upon this Agreement or any other statements or conduct of RxxxxxHCW, 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 Rxxxxx HCW to the Company in connection with Rxxxxx’x HCW's engagement is intended solely for the benefit and use of the Company’s '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. Rxxxxx HCW 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 RxxxxxHCW. The Company agrees that it will perform and comply with the covenants and other obligations set forth in the purchase agreement and related transaction documents between the Company and the investors in the Offering, and that Rxxxxx HCW will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to Rxxxxx HCW by the Company.

Limitation of Engagement to the Company. The Company acknowledges that Rxxxxx Xxxxxx has been retained only by the Company, that Rxxxxx Xxxxxx is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of Rxxxxx 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 Rxxxxx Xxxxxx or any of 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 RxxxxxXxxxxx, no one other than the Company is authorized to rely upon this Agreement or any other statements or conduct of RxxxxxXxxxxx, 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 Rxxxxx Xxxxxx to the Company in connection with Rxxxxx’x Xxxxxx’x engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible M&A Transaction or 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. Rxxxxx 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 RxxxxxXxxxxx. The Company agrees that it will perform and comply with the covenants and other obligations set forth in the purchase agreement and related transaction documents between the Company and its counterparty or parties in an M&A Transaction or the investors in the an Offering, as applicable, and that Rxxxxx Xxxxxx will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in such purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to Rxxxxx Xxxxxx by the Company. Additionally, at the request of Xxxxxx, the Company shall agree to amend this Agreement in writing to reduce the compensation payable hereunder to the extent and as necessary, in Xxxxxx’x sole discretion, in order to comply with the rules and regulations of the Financial Industry Regulatory Authority (“ FINRA”); provided, however, that the Company shall not be required to enter into any agreement that results in terms or conditions less favorable to the Company.

Limitation of Engagement to the Company. The Company acknowledges that Rxxxxx Xxxxxx has been retained only by the Company, that Rxxxxx Xxxxxx is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of Rxxxxx 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 Rxxxxx Xxxxxx or any of 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 RxxxxxXxxxxx, no one other than the Company is authorized to rely upon this Agreement or any other statements or conduct of RxxxxxXxxxxx, 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 Rxxxxx Xxxxxx to the Company in connection with Rxxxxx’x 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. Rxxxxx 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 RxxxxxXxxxxx. The Company agrees that it will perform and comply with the covenants and other obligations set forth in the purchase agreement (the “Purchase Agreement”) and related transaction documents between the Company and the investors in the OfferingOffering (collectively with the Purchase Agreement, the “Transaction Documents”), and that Rxxxxx Xxxxxx will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in such purchase agreement and related transaction documents Transaction Documents as if such representations, warranties, agreements and covenants were made directly to Rxxxxx Xxxxxx by the Company.

Limitation of Engagement to the Company. The Company acknowledges that Rxxxxx XX Xxxxxxxxxx has been retained only by the Company, that Rxxxxx XX Xxxxxxxxxx is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of Rxxxxx XX Xxxxxxxxxx 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 Rxxxxx XX Xxxxxxxxxx or any of 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 RxxxxxXX Xxxxxxxxxx, no one other than the Company is authorized to rely upon this Agreement or any other statements or conduct of RxxxxxXX Xxxxxxxxxx, and no one other than the Company is intended to X.X. Xxxxxxxxxx & Co., LLC – 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 000-000-0000 – xxx.xxxxx.xxx Member: FINRA, SIPC be a beneficiary of this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by Rxxxxx XX Xxxxxxxxxx to the Company in connection with Rxxxxx’x XX Xxxxxxxxxx’x engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible OfferingPlacement, 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. Rxxxxx XX Xxxxxxxxxx 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 RxxxxxXX Xxxxxxxxxx. The Company agrees that it will perform and comply with the covenants and other obligations set forth in the purchase agreement and related transaction documents between the Company and the investors in the Offering, Transaction Documents and that Rxxxxx XX Xxxxxxxxxx will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in such purchase agreement and related transaction documents Transaction Documents as if such representations, warranties, agreements and covenants were made directly to Rxxxxx XX Xxxxxxxxxx by the Company.