Common use of Placement Agent Clause in Contracts

Placement Agent. The Company acknowledges that it has not engaged --------------- a placement agent in connection with the transactions contemplated by this Agreement. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, or brokers' commissions relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney's fees and out-of-pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges that it has not engaged --------------- a any placement agent in connection with the transactions contemplated by this Agreementissuance of the Common Shares. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, fees or brokers' commissions relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer Investor harmless against, any liability, loss or expense (including, without limitation, attorney's attorneys' fees and out-of-out of pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges that it has not engaged --------------- a any placement agent in connection with the transactions contemplated by this Agreementconversion of the Preferred Shares. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, fees or brokers' commissions relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer Investor harmless against, any liability, loss or expense (including, without limitation, attorney's fees and out-of-pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges that it has not engaged --------------- a placement agent in connection with the transactions contemplated by this Agreementsale of the Common Stock. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, or brokers' commissions relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney's fees and out-of-pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges that it has not engaged --------------- a any placement agent in connection with the transactions contemplated by this Agreementsale of the Preferred Shares and the related Warrants. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, fees or brokers' commissions relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney's attorneys' fees and out-of-out of pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges that it has not engaged --------------- a any placement agent in connection with the transactions contemplated by this Agreementsale of the Preferred Shares. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, fees or brokers' broker's commissions (other than those of placement agents or brokers engaged by an Investor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer Investor harmless against, any liability, loss or expense (including, without limitation, attorney's attorneys' fees and out-of-out of pocket expenses) arising in connection with any such claim.. Each Investor, severally and not

Placement Agent. The Company acknowledges that it has not engaged --------------- a placement agent in connection with the transactions contemplated by this Agreement. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, or brokers' commissions relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer the Investor harmless against, any liability, loss or expense (including, without limitation, attorney's fees and out-of-pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges that it has not engaged --------------- a any placement agent in connection with the transactions contemplated by this Agreementsale of the Preferred Shares and the related Warrants. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, fees or brokers' broker's commissions relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney's attorneys' fees and out-of-out of pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges that it has not engaged --------------- a any placement agent in connection with the transactions contemplated by this Agreementissuance of the Warrants or redemption of the Preferred Shares. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, fees or brokers' commissions relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer Investor harmless against, any liability, loss or expense (including, without limitation, attorney's attorneys' fees and out-of-out of pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges that it has not engaged --------------- a any party, person or entity as placement agent in connection with the transactions contemplated by this Agreementsale of the Common Shares and Warrants. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, fees or brokers' broker's commissions relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney's attorneys' fees and out-of-out of pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges that it has not engaged --------------- a placement agent in connection with the transactions contemplated by this Agreementsale of the Preferred Shares and the Warrants. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, ’s fees or brokers' ’ commissions relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer Purchaser harmless against, any liability, loss or expense (including, without limitation, attorney's attorneys’ fees and out-of-out of pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges that it has not engaged --------------- a any placement agent in connection with the transactions contemplated by this Agreementissuance of the Exchange Warrants. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, fees or brokers' commissions relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer Investor harmless against, any liability, loss or expense (including, without limitation, attorney's attorneys' fees and out-of-out of pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges that it has not engaged --------------- a placement agent in connection with the transactions contemplated by this Agreementsale of the Preferred Shares. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, fees or brokers' commissions relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney's attorneys' fees and out-of-out of pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges that it has not engaged --------------- a any placement agent in connection with the transactions contemplated by this Agreementsale of the Preferred Shares and Warrants. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, fees or brokers' broker's commissions relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, 37 any liability, loss or expense (including, without limitation, attorney's attorneys' fees and out-of-out of pocket expenses) arising in connection with any such claim.