Common use of ENGAGEMENT TERM Clause in Contracts

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itself, such Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until commence on the earlier of (i) sixty (60) days date hereof and (ii) continue through the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 and Section 4 hereof and fees and expenses with respect to the Securities Placement Agent Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to and Section 3 hereof, 4 hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship duty and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and or expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees or expenses are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days the 90th day after this Agreement and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the PlacementPlacement and will remain responsible to reimburse expenses actually incurred and reimbursable pursuant to Section 4 hereof. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay hereof and any reimbursable expenses actually incurred and reimbursable pursuant to Section 3 hereof, 4 hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent as set forth in Section 3 and 4 shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be commence on the date hereof and continue until the earlier of (i) sixty (60) days and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence with respect to the Company it deems it necessary to terminate the engagement with respect to itselfhereunder, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and any fees with respect and expenses owed pursuant to the Securities if sold in the PlacementPurchase Agreement or this Agreement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, hereof and the Purchase Agreement and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and or expenses due and payable to the Placement Agent hereunder on the Termination Date shall be paid by the Company to the Placement Agent on or before promptly after the Termination Date (in the event such fees or expenses are earned or owed as of the Termination Date). The Placement Agent agrees not to use or disclose any confidential information of or concerning the Company provided to such the Placement Agent by the Company or its attorneys, accountants or other agents for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until commence on the earlier of (i) sixty (60) days date hereof and (ii) continue through the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees and expenses with respect to the Securities Placement Agent Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, hereof and the provisions concerning confidentiality, indemnification and contributionindemnification, and no fiduciary relationship contribution and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and the Company shall reimburse expenses due to incurred by the Placement Agent shall be paid by as set forth herein but in no event greater than the Company to the Placement Agent amounts set forth herein, on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of the Closing Date and ninety (i) sixty (6090) days and (ii) after the Closing Datedate hereof. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, hereof and the provisions concerning confidentiality, indemnification and contributioncontribution contained herein, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contained herein as well as provisions in Sections 10 – 14 hereof will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent as set forth in Section 3 and Section 4 shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will shall be until the earlier of (i) sixty (60) days and (ii) the Closing Date. The final closing date of termination of this Agreement is referred to herein as the Placement (such date, the “Termination Date.” In ”). If within six (6) months following the eventTermination Date, howeverthe Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or receives any proceeds from, investors that were contacted or introduced by the Placement Agent to the Company, then the Company will pay to the Placement Agent upon the closing of such financing the compensation set forth in Section 3 herein to the course extent of the Placement Agent’s performance of due diligence it deems it necessary to terminate gross proceeds received. If the engagement with respect to itself, such Company reasonably anticipates that the Placement Agent may do so prior become entitled to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Securities if sold payment as set forth in the Placementpreceding sentence, the Company shall use its best efforts to notify the Placement Agent promptly of such possible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to and reimburse expenses contained in Section 3 hereof, to pay expenses pursuant to Section 3 hereof, herein and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including Company’s obligations contained in the waiver of the right to trial by jury) contained herein Indemnification Provisions will survive any expiration or termination of this AgreementAgreement for twelve (12) months, irrespective of whether a closing occurs. If this Agreement is terminated prior to the completion of the Placement, all All such fees and expenses reimbursements due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days and (ii) the Closing DateDate and August 25, 2025 (the “Term”). The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems deems, it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 and Section 4 hereof and fees and expenses with respect to the Securities Placement Agent Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, hereof and the provisions concerning confidentiality, indemnification and contributioncontribution contained herein, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contained herein as well as provisions in Sections 10 – 16 hereof will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent as set forth in Section 3 and Section 4 shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s Agents’ engagement hereunder will be until the earlier of (i) sixty (60) days and (ii) the Closing DateDate and [*], 2023. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s Agents’ performance of due diligence it deems they deem it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent Agents may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, hereof and the provisions concerning confidentiality, indemnification and contributioncontribution contained herein, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contained herein as well as provisions in Sections 10 – 16 hereof will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent Agents as set forth in Section 3 and Section 4 (except for the $15,000 non-accountable expense allowance) shall be paid by the Company to the Placement Agent Agents on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees Agents agree not to use any confidential information concerning the Company provided to such the Placement Agent Agents by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days April 30, 2022 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to, and subject to the limits set forth in, Section 3 hereof and fees with respect to the Securities if sold in the Placementhereof. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to disclose or use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s Agents’ engagement hereunder will be until the earlier of (i) sixty (60) five business days after written notice is provided by the Placement Agent or the Company addressed to the other party; and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as Date (such earlier date, the “Termination Date.” ”). In the event, however, in the course of the Placement Agent’s Agents’ performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 and Section 4 hereof and fees and expenses with respect to the Securities Placement Agents Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to and Section 3 hereof, 4 hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship duty and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and or expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees or expenses are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days the 90th day after this Agreement and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Securities Units if sold in the PlacementPlacement and will remain responsible to reimburse expenses actually incurred and reimbursable pursuant to Section 4 hereof. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay hereof and any reimbursable expenses actually incurred and reimbursable pursuant to Section 3 hereof, 4 hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent as set forth in Section 3 and 4 shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days the 90th day after the date of this Agreement and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as Date (such date, the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to ”). Either party may terminate the engagement with respect to itself, such Placement Agent may do so prior this Agreement at any time upon ten (10) days’ written notice to the Termination Dateother party, effective upon receipt of such notice by the other party. The Unless such termination by the Company may elect is for cause (the Placement’s Agent material failure to terminate provide the engagement hereunder for any reason prior to services contemplated in this Agreement), the Termination Date but Company will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Securities if sold in the Placement. If the Company terminates the engagement hereunder, including for cause, the Company will remain responsible to reimburse expenses actually incurred and reimbursable pursuant to Section 4 hereof. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay hereof and any reimbursable expenses actually incurred and reimbursable pursuant to Section 3 hereof, 4 hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the PlacementPlacement (other than, with regard to fees set forth in Section 3, termination by the Company for cause) all fees and expenses due to the Placement Agent as set forth in Section 3 and 4 shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will shall be until the earlier of (i) sixty (60) days the final closing date of the Placement and (ii) August 30, 2025 (such date, the Closing “Termination Date. The date ” and the period of termination of time during which this Agreement remains in effect is referred to herein as the “Termination Date.” In Term”). This Agreement may not be terminated by the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itself, such Placement Agent may do so Company prior to the Termination Datecompletion of the Term other than for “Cause”. The For purposes of this Agreement, “Cause,” shall mean, as determined by a court of competent jurisdiction, shall mean fraud, willful misconduct, gross negligence, or a material breach of this Agreement by ACSS as specified in FINRA Rule 5110(g)(5)(B)(i). In the event that the Company may elect believes that the Placement Agent has engaged any conduct constituting Cause, the Company must first notify the Placement Agent in writing of the facts and circumstances supporting such an assertion(s) and allow the Placement Agent ten (10) days to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Securities if sold in the Placementcure such alleged conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the PlacementPlacement for any reason, all fees and expenses expense reimbursement due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The term of the Placement Agent’s exclusive engagement hereunder will be until shall expire upon the earlier of (i) sixty (60) days the final Closing Date of the Placement and (ii) the Closing DateOctober 10, 2024. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s Agents’ performance of due diligence it deems it necessary to terminate the engagement with respect to itself, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of the Closing Date and thirty (i) sixty (6030) days and (ii) after the Closing Datedate hereof. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, hereof and the provisions concerning confidentiality, indemnification and contributioncontribution contained herein, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contained herein as well as provisions in Sections 10 – 14 hereof will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent as set forth in Section 3 and Section 4 shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s Agents’ engagement hereunder will be until the earlier of (i) sixty (60) days March 2, 2024 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as Date (such earlier date, the “Termination Date.” ”). In the event, however, in the course of the Placement Agent’s Agents’ performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent Agents may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 and Section 4 hereof and fees and expenses with respect to the Securities Placement Agents Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to and Section 3 hereof, 4 hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship duty and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and or expenses due to the Placement Agent Agents shall be paid by the Company to the Placement Agent Agents on or before the Termination Date (in the event such fees or expenses are earned or owed as of the Termination Date). The Placement Agent agrees Agents agree not to use any confidential information concerning the Company provided to such the Placement Agent Agents by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until commence on the earlier of (i) sixty (60) days date hereof and (ii) continue through the Closing Date. The date of the termination of this Agreement is referred to herein as the “Termination Date.” ”. In the event, however, in the course of the Placement Agent’s performance of due diligence it deems deems, it necessary to terminate the engagement with respect to itselfhereunder, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees and expenses actually earned pursuant to Section Sections 3 hereof, to pay expenses pursuant to Section 3 hereof, and 4 hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent as set forth in Sections 3 and 4 shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days August 31, 2023 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 and Section 4 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 4 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days ___________, 2024 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as Date (such earlier date, the “Termination Date.” ”). In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 and Section 4 hereof and fees and expenses with respect to the Securities Placement Agent Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to and Section 3 hereof, 4 hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship duty and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and or expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees or expenses are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s Agents’ engagement hereunder will be until the earlier of (i) sixty (60) days November 15, 2024 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as Date (such earlier date, the “Termination Date.” ”). In the event, however, in the course of the Placement Agent’s Agents’ performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent Agents may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 and Section 4 hereof and fees and expenses with respect to the Securities Placement Agents Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to and Section 3 hereof, 4 hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship duty and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and or expenses due to the Placement Agent Agents shall be paid by the Company to the Placement Agent Agents on or before the Termination Date (in the event such fees or expenses are earned or owed as of the Termination Date). The Placement Agent agrees Agents agree not to use any confidential information concerning the Company provided to such the Placement Agent Agents by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until commence on the earlier date hereof and terminate on the sooner of the Closing Date or ten (i) sixty (6010) days and (ii) from the Closing Datedate hereof. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees and expenses with respect to the Securities Placement Agent Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and or expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees or expenses are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days December 31, 2020 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days October 31, 2023 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as Date (such earlier date, the “Termination Date.” ”). In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 and Section 4 hereof and fees and expenses with respect to the Securities Placement Agent Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to and Section 3 hereof, 4 hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship duty and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and or expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees or expenses are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days October 31, 2022 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as Date (such date, the “Termination Date.” ”). In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination DateDate upon delivering written notice to the Company. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date Date, but will remain responsible for the payment of any fees and expenses pursuant to Section 3 hereof expenses, and any fees with respect to the Securities if sold Placement Agent Securities, in the Placementeach case in accordance with Section 3. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned upon a sale of the Placement Agent Securities pursuant to Section 3 hereof3, to pay fees and expenses pursuant to Section 3 hereof3, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent pursuant to Section 3 shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will shall be until the earlier of (i) sixty (60) days the final closing date of the Placement and (ii) [ ], 2025 (such date, the Closing “Termination Date. The date ” and the period of termination of time during which this Agreement remains in effect is referred to herein as the “Termination Date.” In Term”). This Agreement may not be terminated by the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itself, such Placement Agent may do so Company prior to the Termination Datecompletion of the Term other than for “Cause”. The For purposes of this Agreement, “Cause,” shall mean, as determined by a court of competent jurisdiction, shall mean fraud, willful misconduct, gross negligence, or a material breach of this Agreement by ACSS as specified in FINRA Rule 5110(g)(5)(B)(i). In the event that the Company may elect believes that the Placement Agent has engaged any conduct constituting Cause, the Company must first notify the Placement Agent in writing of the facts and circumstances supporting such an assertion(s) and allow the Placement Agent ten (10) days to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Securities if sold in the Placementcure such alleged conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the PlacementPlacement for any reason, all fees and expenses expense reimbursement due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier later of (i) sixty forty-five (6045) days after the effective date of the Registration Statement and (ii) the Closing DateDate under the Purchase Agreement. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems deems, it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent as set forth in Section 3 shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days August 31, 2020 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days April 15, 2023 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof to, and fees with respect subject to the Securities if sold in the Placementlimits set forth in, Sections 3 and 4 hereof. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 4 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to disclose or use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days the 90th day after this Agreement and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Securities if sold in the PlacementPlacement and will remain responsible to reimburse expenses actually incurred and reimbursable pursuant to Section 4 hereof. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay hereof and any reimbursable expenses actually incurred and reimbursable pursuant to Section 3 hereof, 4 hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent as set forth in Section 3 and 4 shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier early of (i) sixty (60) days February 15, 2021 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days October 30, 2022 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be commence on the date hereof and continue until the earlier of (i) sixty (60) days and (ii) the Closing DateDate and September 1, 2024. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 and Section 4 hereof and fees and expenses with respect to the Securities Placement Agent Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to and Section 3 hereof, 4 hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship duty and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and or expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees or expenses are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days October 29, 2021 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the PlacementPlacement and will remain responsible to reimburse expenses actually incurred and reimbursable pursuant to Section 4 hereof. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay hereof and any reimbursable expenses actually incurred and reimbursable pursuant to Section 3 hereof, 4 hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent as set forth in Section 3 and 4 shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be commence on the date hereof and continue until the earlier of (i) sixty (60) days November 6, 2023 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees and expenses owed pursuant to the Purchase Agreement and with respect to the Securities Placement Agent Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, hereof and the Purchase Agreement and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and or expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees or expenses are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until commence on the earlier of (i) sixty (60) days date hereof and (ii) continue through the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees and expenses with respect to the Securities Placement Agent Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship duty and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and or expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees or expenses are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until commence on the date hereof and continue through the earlier of (i) sixty (60) days and April 11, 2026 or (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees and expenses with respect to the Securities Placement Agent Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, hereof and the provisions concerning confidentiality, indemnification and contributionindemnification, and no fiduciary relationship contribution and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and the Company shall reimburse expenses due to incurred by the Placement Agent shall be paid by as set forth herein but in no event greater than the Company to the Placement Agent amounts set forth herein, on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier early of (i) sixty (60) days March 15, 2021 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Securities Placement Agent Shares if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Company and the Placement Agent agree that the Engagement Letter is hereby amended to extend the Initial Term (as defined in the Engagement Letter) from January 31, 2025 to the date that is seventy-five calendar days (75) after the Closing Date (the “New Termination Date”). In addition, the Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days and (ii) the Closing New Termination Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems deems, it necessary to terminate the engagement with respect to itselfhereunder, such the Placement Agent may do so prior to the New Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the New Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent as set forth in Section 3 shall be paid by the Company to the Placement Agent on or before the New Termination Date (in the event such fees are earned or owed as of the New Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until commence on the earlier of (i) sixty (60) days date hereof and (ii) continue through the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees and expenses with respect to the Securities Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and or expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before promptly following the Termination Date (in the event such fees or expenses are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this AgreementAgreement and to maintain the confidentiality thereof. For the avoidance of doubt, and notwithstanding the foregoing, the Company and the Placement Agent agree that this Section 5 shall in no way alter the terms of the letter agreement by and between the Placement Agent and the Company dated February 10, 2026, as supplemented on March 2, 2026, which the parties acknowledge and agree shall not be superseded by this Section 5.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days ___, 2019, and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for all compensation and fees and expenses as provided in Section 3 including, without limitation, the fees and expenses of the Placement Agent’s legal counsel pursuant to Section 3 hereof and fees with respect to the Securities if sold in the Placementhereof. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any the compensation and the fees actually earned and expenses pursuant in this Agreement including pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, the Placement Agent and/or its legal counsel and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all compensation, fees and expenses due to the Placement Agent and its legal counsel shall be paid by the Company to the Placement Agent and its legal counsel on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be commence on the date hereof and continue until the earlier of (i) sixty (60) days and (ii) the Closing DateDate and 60 days after the date hereof, provided that A.G.P. shall retain the right to act as sole, lead or co-lead U.S. agent, U.S. underwriter or U.S. advisor in connection with any financing conducted during the six (6) months following the Closing Date and shall be entitled to the same compensation outlined hereunder for any funds raised by A.G.P. in the case a subsequent financing is consummated. The foregoing 6 month right shall not apply to any royalty or similar arrangement with respect to future development for the XRx-008 program. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and incurred expenses pursuant to Section 3 and Section 4 hereof and fees and expenses with respect to the Securities Placement Agent Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned or expenses actually incurred pursuant to Section 3 hereof, to pay expenses pursuant to and Section 3 hereof, 4 hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship duty and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and or expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees or expenses are earned earned, incurred or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days and (ii) the Closing DateDate and [*], 2023. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems deems, it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to, and subject to Section 3 hereofthe limits set forth in, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contributioncontribution contained herein, and no fiduciary relationship and governing law (including as well as the waiver of the right to trial by jury) contained herein provisions in Sections 7-12, will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent as set forth in Section 3 and Section 4 (except for the $15,000 non-accountable expense allowance) shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees or expenses are earned or owed as of the Termination Date, as applicable). The Placement Agent agrees not to disclose or use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days June 7, 2023 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by the Placement Agent.

ENGAGEMENT TERM. The Placement Agent’s Agent engagement hereunder will be shall begin on the date hereof and end until the earlier of (i) sixty fourteen (6014) days thereafter and (ii) the Closing Date. The final closing date of termination the Placement (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itself, such Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Securities if sold in the PlacementTerm”). Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses expense reimbursement pursuant to Section 3 hereof, hereof and the provisions concerning Tail Financings, confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the PlacementPlacement and subject to the provisions in Section 3.C, all fees actual and accountable out-of-pocket expenses related to a Placement (including actual and accountable reimbursement to the Placement Agent’s counsel) due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date), provided, however, that any of such costs and expenses must be accompanied by reasonable evidence in support for reimbursement. The Placement Agent agrees agree not to use any confidential information concerning the Company provided to such Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until commence on the date hereof and terminate on the earlier of (i) sixty (60) days and the closing of the Offering or (ii) July 31, 2024, or (iii) earlier termination of the Closing DateEngagement Period as provided herein (such period, the “Engagement Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the Company’s obligation to pay any fees earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions relating to indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement. The Company agrees that during the Placement Agent’s engagement hereunder, all inquiries, whether direct or indirect, from prospective investors will be referred to the Placement Agent. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination DateDate upon delivering written notice to the Company. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees actually earned and expenses actually incurred pursuant to Section 3 hereof and fees with respect to the Securities Placement Agent Shares if sold in the Placement. Notwithstanding anything Offering or in one or more transactions to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to which Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury3(C) contained herein will survive any expiration or termination of this Agreementapplies. If this Agreement is terminated prior to the completion of the PlacementOffering, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days April 30, 2022 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days March 25, 2022 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s ’ engagement hereunder will be until the earlier of (i) sixty (60) days July 15, 2025, 2025 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as Date (such earlier date, the “Termination Date.” ”). In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 and Section 4 hereof and fees and expenses with respect to the Securities Placement Agent Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to and Section 3 hereof, 4 hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship duty and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and or expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees or expenses are earned or owed as of the Termination Date). The Placement Agent agrees agree not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days August 14, 2020 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated by the Company prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until commence on the date hereof and continue through the earlier of (i) sixty (60) days and July 3, 2025 or (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees and expenses with respect to the Securities Placement Agent Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, hereof and the provisions concerning confidentiality, indemnification and contributionindemnification, and no fiduciary relationship contribution and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and the Company shall reimburse expenses due to incurred by the Placement Agent shall be paid by as set forth herein but in no event greater than the Company to the Placement Agent amounts set forth herein, on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s Agents’ engagement hereunder will be until the earlier of (i) sixty (60) days and (ii) the Closing DateDate and September 6, 2025. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s Agents’ performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent Agents may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 and Section 4 hereof and fees with respect to the Placement Agents Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 4 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent Agents shall be paid by the Company to the Placement Agent Agents on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees Agents agree not to use any confidential information concerning the Company provided to such the Placement Agent Agents by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days January 15, 2023 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof to, and fees with respect subject to the Securities if sold in the Placementlimits set forth in, Sections 3 and 4 hereof. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 4 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to disclose or use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days April 30, 2021 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days March 31, 2021 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date Date, but will remain responsible for to (i) reimburse any fees and expenses actually incurred (pursuant to Section 3 hereof hereof) and (ii) pay any fees with respect to the any Placement Agent Securities if actually sold in the PlacementPlacement (pursuant to Section 3 hereof). Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay (ii) reimburse any expenses actually incurred pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated by the Company prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before within five (5) business days following the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days November 1, 2024 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as Date (such earlier date, the “Termination Date.” ”). In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 and Section 4 hereof and fees and expenses with respect to the Securities Placement Agent Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to and Section 3 hereof, 4 hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship duty and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and or expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees or expenses are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days December 31, 2025 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as Date (such earlier date, the “Termination Date.” ”). In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 and Section 4 hereof and fees and expenses with respect to the Securities Placement Agent Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to and Section 3 hereof, 4 hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship duty and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and or expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees or expenses are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty February 10, 2025 (60as automatically extended thereafter for successive terms of one (1) week unless (i) terminated by the Company or the Placement Agent upon seven (7) calendar days written notice to the other party or (ii) the Company or the Placement Agent elects not to proceed with any Offering in its sole judgment) and (ii) the Closing DateDate under the Purchase Agreement. The date of termination of this Agreement is referred to herein as the “Termination Date.” ”. In the event, however, in the course of the Placement Agent’s performance of due diligence it deems deems, it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent as set forth in Section 3 shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days January 1, 2021 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days December 15, 2025 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as Date (such earlier date, the “Termination Date.” ”). In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 and Section 4 hereof and fees and expenses with respect to the Securities Placement Agent Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to and Section 3 hereof, 4 hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship duty and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and or expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees or expenses are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days January 31, 2021 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier later of (i) sixty (60) days March 15, 2021 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.. ​

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier later of (i) sixty (60) days December 12, 2025 and (ii) the final Closing DateDate under the Purchase Agreement. The date of termination of this Agreement is referred to herein as the “Termination Date.” ”. In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it deems, if necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination DateDate upon written notice to the Company in accordance with Section 14 hereof. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date upon written notice to the Placement Agent in accordance with Section 14 hereof, but the Company will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation of the Company to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent as set forth in Section 3 shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s Agent engagement hereunder will shall be until the earlier of (i) sixty six (606) days months and (ii) the Closing Date. The final closing date of termination the Placement (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Termination Date.” In the eventTerm”); provided, however, in that the course Term may be extended upon written agreement of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itself, such Placement Agent may do so prior to the Termination Dateall parties. The Company may elect to terminate the engagement hereunder this Agreement for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees to the Placement Agent with respect to the Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses expense reimbursement pursuant to Section 3 hereof, hereof and the provisions concerning Tail Financings, Right of First Refusal, confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses expense reimbursement due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees agree not to use any confidential information concerning the Company provided to such Placement Agent by the Company for any purposes other than those contemplated under this AgreementAgreement and, except as otherwise required by law, the Placement Agent will not disclose such confidential information without such Placement Agent’s prior written consent.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days July 30, 2022 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof to, and fees with respect subject to the Securities if sold in the Placementlimits set forth in, Sections 3 and 4 hereof. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 4 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to disclose or use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days May 31, 2024 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as Date (such earlier date, the “Termination Date.” ”). In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 and Section 4 hereof and fees and expenses with respect to the Securities Placement Agent Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to and Section 3 hereof, 4 hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship duty and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and or expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees or expenses are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until commence on the earlier of (i) sixty (60) days date hereof and (ii) continue through the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees and expenses with respect to the Securities Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and or expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees or expenses are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement. For the avoidance of doubt, and notwithstanding the foregoing, the Company and the Placement Agent agree that this Section 5 shall in no way alter the terms of the letter agreement by and between the Placement Agent and the Company dated January 30, 2026, which the parties acknowledge and agree shall not be superseded by this Section 5.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days and (ii) the Closing DateDate and July 15, 2024. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it diligence, the Placement Agent in its sole discretion deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the PlacementPlacement and the reimbursement of any expenses incurred to the date of such termination by the Placement Agent in accordance with Section 4 hereof. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, the provisions concerning the Company’s obligation to pay reimburse the Placement Agent’s expenses pursuant to Section 3 hereof, 4 hereof and the provisions concerning confidentiality, indemnification and contributioncontribution contained herein, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contained herein as well as provisions in Sections 10 – 14 hereof will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent as set forth in Section 3 and Section 4 shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days June 15, 2023 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be commence on the date hereof and continue until the earlier of (i) sixty (60) days and (ii) the Closing DateDate and July 21, 2023. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 and Section 4 hereof and fees and expenses with respect to the Securities Placement Agent Shares, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to and Section 3 hereof, 4 hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship duty and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and or expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees or expenses are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be commence on the date hereof and continue until the earlier of (i) sixty (60) days and (ii) the Closing DateDate and March 14, 2025. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 and Section 4 hereof and fees and expenses with respect to the Securities Placement Agent Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to and Section 3 hereof, 4 hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship duty and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and or expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees or expenses are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days March 31, 2020 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier later of (i) sixty (60) days June 12, 2026 and (ii) the final Closing DateDate under the Purchase Agreement. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so upon five (5) business days’ prior written notice to the Company prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason upon five (5) business days’ prior written notice to the Placement Agent prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the any Placement Securities if actually sold in the PlacementPlacement prior to the effective date of such termination. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent as set forth in Section 3 shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until commence on the date hereof and continue through the earlier of (i) sixty (60) days and April 13, 2026 or (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees and expenses with respect to the Securities Placement Agent Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, hereof and the provisions concerning confidentiality, indemnification and contributionindemnification, and no fiduciary relationship contribution and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and the Company shall reimburse expenses due to incurred by the Placement Agent shall be paid by as set forth herein but in no event greater than the Company to the Placement Agent amounts set forth herein, on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days and (ii) the Closing Effective Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems deems, it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Securities Subscription Receipts if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent as set forth in Section 3 shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until commence on the earlier date hereof and terminate on the sooner of (i) sixty (60) days and (ii) the Closing Date. The Date or June 9, 2026 (the “Term” and the date of termination of this Agreement is referred to herein as termination, the “Termination Date.” ”). In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 and Section 4 hereof and fees and expenses with respect to the Securities Placement Agent Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to and Section 3 hereof, 4 hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and or expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees or expenses are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days September 15, 2020 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. .Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier later of (i) sixty (60) 30 days after the date hereof and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the Placement; provided, however, that the Company shall not be responsible for such fees and expenses if the engagement is terminated as a result of a breach of this Agreement by the Placement Agent. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days November 31, 2020 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty ninety (6090) days and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days September 30, 2023 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days March 15, 2021 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days May 14, 2021 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to, and subject to the limits set forth in, Section 3 hereof and fees with respect to the Securities if sold in the Placementhereof. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses actually incurred pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to disclose or use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days May 19, 2026, and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as Date (such earlier date, the “Termination Date.” ”). In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 and Section 4 hereof and fees and expenses with respect to the Securities Placement Agent Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to and Section 3 hereof, 4 hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship duty and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and or expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees or expenses are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will shall be until the earlier of (i) sixty (60) days and (ii) the Closing Date. The final closing date of termination of this Agreement is referred to herein as the Placement (such date, the “Termination Date.” In ”). If within twelve (12) months following the eventTermination Date, howeverthe Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or receives any proceeds from, investors that were contacted or introduced by the Placement Agent to the Company, then the Company will pay to the Placement Agent upon the closing of such financing the compensation set forth in Section 3 herein to the course extent of the Placement Agent’s performance of due diligence it deems it necessary to terminate gross proceeds received. If the engagement with respect to itself, such Company reasonably anticipates that the Placement Agent may do so prior become entitled to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Securities if sold payment as set forth in the Placementpreceding sentence, the Company shall use its best efforts to notify the Placement Agent promptly of such possible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to and reimburse expenses contained in Section 3 hereof, to pay expenses pursuant to Section 3 hereof, herein and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including Company’s obligations contained in the waiver of the right to trial by jury) contained herein Indemnification Provisions will survive any expiration or termination of this AgreementAgreement for twelve (12) months, irrespective of whether a closing occurs. If this Agreement is terminated prior to the completion of the Placement, all All such fees and expenses reimbursements due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days [February 16], 2021 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees pursuant to Section 3 hereof with respect to the Placement Agent Securities if sold in the Placement and expenses pursuant to Section 3 hereof and fees with respect to the Securities if sold in the Placement4 hereof. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay any expenses pursuant to Section 3 hereof, 4 and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent as set forth in Section 3 and Section 4, respectively, shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until commence on the date hereof and continue through the earlier of (i) sixty (60) days and May 15, 2026 or (ii) the Closing Date. The date of termination of this Agreement is referred to herein as Date (such earlier date, the “Termination Date.” ”). In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees and expenses with respect to the Securities Placement Agent Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, hereof and the provisions concerning confidentiality, indemnification and contributionindemnification, and no fiduciary relationship contribution and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and the Company shall reimburse expenses due to incurred by the Placement Agent shall be paid by as set forth herein but in no event greater than the Company to the Placement Agent amounts set forth herein, on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be commence on the date hereof and continue until the earlier of (i) sixty (60) days and (ii) the Closing DateDate and March 31, 2025. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 and Section 4 hereof and fees and expenses with respect to the Securities Placement Agent Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to and Section 3 hereof, 4 hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship duty and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and or expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees or expenses are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until commence on the earlier of (i) sixty (60) days date hereof and (ii) continue through the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees and expenses with respect to the Securities Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and or expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before promptly following the Termination Date (in the event such fees or expenses are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this AgreementAgreement and to maintain the confidentiality thereof. For the avoidance of doubt, and notwithstanding the foregoing, the Company and the Placement Agent agree that this Section 5 shall in no way alter the terms of the letter agreement by and between the Placement Agent and the Company dated October 2, 2025, which the parties acknowledge and agree shall not be superseded by this Section 5.

ENGAGEMENT TERM. A. The Placement Agent’s engagement hereunder will be until commence on the earlier of (i) sixty (60) days date hereof and (ii) continue through the Closing DateDate or, if earlier, April 17, 2026. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees and expenses with respect to the Securities Placement Agent Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, hereof and the provisions concerning confidentiality, indemnification and contributionindemnification, and no fiduciary relationship contribution and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and the Company shall reimburse expenses due to incurred by the Placement Agent shall be paid by as set forth herein but in no event greater than the Company to the Placement Agent amounts set forth herein, on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until commence on the earlier of (i) sixty (60) days date hereof and (ii) the Closing Datecontinue through December 15, 2025. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible and, for the avoidance of doubt, the Company shall have no obligation to pay any fees and or expenses pursuant to of the Placement Agent other than Cash Fee expressly set forth in Section 3 hereof and fees 3, solely with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereofhereof which, to pay for clarity, shall exclude any expenses pursuant to of the Placement Agent under Section 3 hereof, and the provisions concerning confidentiality, indemnification and contributionindemnification, and no fiduciary relationship contribution and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees the Company shall have no obligation to pay any fee, cost or expense of the Placement Agent, except for the Cash Fee, if and expenses due to the extent earned in respect of the Placement Agent Securities sold prior to such termination, which shall be paid by the Company to the Placement Agent on or before the Termination Date (payable in the event such fees are earned or owed as of the Termination Date)accordance with Section 3. The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier later of (i) sixty (60) days August 13, 2021 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days May 15, 2021 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier early of (i) sixty (60) days June 15, 2021 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Securities Placement Agent Shares if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until commence on the earlier of (i) sixty (60) days date hereof and (ii) continue through the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it reasonably necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for reasonable and documented out of pocket accountable legal fees and expenses pursuant to Section 3 hereof and fees with respect to the Securities if sold in the Placementother expenses. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement, subject to the terms herein. If this Agreement is terminated prior to the completion of the Placement, all fees and or expenses due to the Placement Agent pursuant to this Agreement shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees or expenses are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement. During the period between the date hereof and the Termination Date, the Placement Agent shall be the Company’s exclusive Placement Agent with the Placement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) sixty (60) days February 14 , 2020 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s Agents’ engagement hereunder will be until the earlier of (i) sixty (60) days July 16, 2024 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as Date (such earlier date, the “Termination Date.” ”). In the event, however, in the course of the Placement Agent’s Agents’ performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent Agents may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 and Section 4 hereof and fees and expenses with respect to the Securities Placement Agents Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to and Section 3 hereof, 4 hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship duty and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and or expenses due to the Placement Agent Agents shall be paid by the Company to the Placement Agent Agents on or before the Termination Date (in the event such fees or expenses are earned or owed as of the Termination Date). The Placement Agent agrees Agents agree not to use any confidential information concerning the Company provided to such the Placement Agent Agents by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier early of (i) sixty (60) days April 15, 2021 and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until commence on the date hereof and continue through the earlier of (i) sixty (60) days and September 29, 2025 or (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees and expenses with respect to the Securities Placement Agent Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, hereof and the provisions concerning confidentiality, indemnification and contributionindemnification, and no fiduciary relationship contribution and governing law (including the waiver of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and the Company shall reimburse expenses due to incurred by the Placement Agent shall be paid by as set forth herein but in no event greater than the Company to the Placement Agent amounts set forth herein, on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until commence on the date hereof and terminate on the earlier of the Closing Date or ten (i) sixty (6010) days and from the date hereof (ii) the Closing Date“Term”). The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement with respect to itselfengagement, such the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 3, Section 4 and Section 5 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 4 hereof, to pay any fees pursuant to Section 5 hereof and the provisions concerning confidentiality, indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury) contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to such the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.