Common use of REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES Clause in Contracts

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement or (d) the sale of the Securities is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the Securities, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Shares and the Warrants included in the Units for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Units for any reason permitted under this Agreement or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers or the Placement Agent Agents set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 the Company shall reimburse the Placement Agent Agents for the reasonable documented and accountable fees and expenses of the Placement Agent’s Agents’ counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesUnits, and upon demand the Company shall pay the full amount thereof to the Placement AgentAgents.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Units for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Units for any reason permitted under this Agreement or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesUnits, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Units for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Units for any reason permitted under this Agreement or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then then, in addition to the payment of any amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other accountable out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesUnits, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Shares and the Warrants for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Shares and the Warrants for any reason permitted under this Agreement or (d) the sale of the Securities Shares and the Warrants is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesShares and the Warrants, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Units for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Units for any reason permitted under this Agreement or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesUnits, including, without limitations, travel and lodging expenses of the Placement Agent, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Firm Securities for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Firm Securities for any reason permitted under this Agreement or (d) the sale of the Firm Securities is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the Firm Securities, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Stock for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Stock for any reason permitted under this Agreement or (d) the sale of the Securities Stock is not consummated because any condition to the obligations of the Purchasers or the Placement Agent Agents set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent Agents for the reasonable documented and accountable fees and expenses of the Placement Agent’s Agents’ counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the Placement AgentAgents.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Shares for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Shares for any reason permitted under this Agreement or (d) the sale of the Securities Shares is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesShares, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Units for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Units for any reason permitted under this Agreement or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied (other than a condition solely within the control of the Placement Agent) or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then then, in addition to the payment of any amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other accountable out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesUnits, including without limitations, travel and lodging expenses of the Placement Agent, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Shares or Warrants included in the Units for delivery to the Purchasers Purchaser for any reason not permitted under this Agreement, (c) the Purchasers Purchaser shall decline to purchase the Securities Units for any reason permitted under this Agreement or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers Purchaser or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then then, in addition to the payment of amounts out-of-pocket expenses in accordance with Section 6 6, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other accountable out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesUnits, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Shares and the Warrants included in the Units for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Shares and the Warrants included in the Units for any reason permitted under this Agreement or (d) the sale of the Securities Shares and the Warrants included in the Units is not consummated because any condition to the obligations of the Purchasers or the Placement Agent Agents set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 the Company shall reimburse the Placement Agent Agents for the reasonable documented and accountable fees and expenses of the Placement Agent’s Agents’ counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesUnits, and upon demand the Company shall pay the full amount thereof to the Placement AgentAgents.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Stock for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Stock for any reason permitted under this Agreement or (d) the sale of the Securities Stock is not consummated because any condition to the obligations of the Purchasers or the Placement Agent Agents set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent Representative for travel, the reasonable documented and accountable fees and expenses of the Placement AgentRepresentative’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesStock, up to an aggregate maximum of $50,000 for all such expenses and upon demand the Company shall pay the full amount thereof to the Placement AgentRepresentative.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement or (d) the sale of the Securities is not consummated because any condition to the obligations of the Purchasers or the Placement Agent Agents set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then then, in addition to the payment of any amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent Agents for the reasonable documented and accountable fees and expenses of the Placement Agent’s Agents’ counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the Securities, and upon demand the Company shall pay the full amount thereof to the Placement AgentAgents.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Stock for delivery to the Purchasers Placement Agents for any reason not permitted under this Agreement, or (c) the Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement or (d) the sale of the Securities Stock is not consummated because any condition to the obligations of the Purchasers or the Placement Agent Agents set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, other than by reason of a default by a Placement Agent, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent Agents for the reasonable documented and accountable fees and expenses of the Placement Agent’s Agents’ counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the Placement AgentAgents.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 98, (b) the Company shall fail to tender the Securities Units for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Units for any reason permitted under this Agreement or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers or the Placement Agent Agents set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then then, in addition to the payment of amounts out-of-pocket expenses in accordance with Section 6 5, the Company shall reimburse the Placement Agent Agents for the reasonable documented and accountable fees and expenses of the Placement Agent’s Agents’ counsel and for such other accountable out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesShares, and upon demand the Company shall pay the full amount thereof to the Representative on behalf of the Placement AgentAgents.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Units for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Units for any reason permitted under this Agreement or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesUnits, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section SECTION 9, (b) the Company shall fail to tender the Securities Stock for delivery to the Purchasers Purchaser for any reason not permitted under this Agreement, (c) the Purchasers Purchaser shall decline to purchase the Securities Stock for any reason permitted under this Agreement or (d) the sale of the Securities Stock is not consummated because any condition to the obligations of the Purchasers Purchaser or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 SECTION 6, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s 's counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company and the Selling Shareholders shall fail to tender the Securities Stock for delivery to the Purchasers Investors for any reason not permitted under this AgreementAgreement (provided a reasonable cure period of no more than two Business Days is permitted during which transfer agent or transmittal delays with respect to the Selling Shareholder Stock shall be permitted if outside the reasonable control of the Company or the Selling Shareholders), (c) the Purchasers Investors shall decline to purchase the Securities Stock for any reason permitted under this Agreement or (d) the sale of the Securities Stock is not consummated because any condition to the obligations of the Purchasers Investors or the Placement Agent Agents set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company or any Selling Shareholder to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then then, in addition to the payment of any amounts in accordance with Section 6 6, the Company and each Selling Shareholder shall reimburse the Placement Agent Agents for the reasonable documented and accountable fees and expenses of the Placement Agent’s Agents’ counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company and the Selling Shareholders shall pay the full amount thereof to the Placement AgentAgents.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 912, (b) the Company shall fail to tender the Securities Units for delivery to the Purchasers for any reason not permitted under this AgreementAgreement or the Subscription Agreements, (c) the Purchasers shall decline to purchase the Securities Units for any reason permitted under this Agreement or the Subscription Agreements or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers Placement Agent or the Placement Agent Purchasers set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 9, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them it in connection with this Agreement and the proposed purchase of the SecuritiesUnits, including, without limitation, travel and lodging expenses of the Placement Agent, and upon demand the Company shall pay the full amount thereof to the Placement AgentCowen.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 98, (b) the Company shall fail to tender the Securities Shares for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Shares for any reason permitted under this Agreement or (d) the sale of the Securities Shares is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 5, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesShares, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Units for delivery to the Purchasers for any reason not permitted under this AgreementAgreement or the Subscription Agreements, (c) the Purchasers shall decline to purchase the Securities Units for any reason permitted under this Agreement or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesUnits, including, without limitation, travel and lodging expenses of the Placement Agent, and upon demand the Company shall pay the full amount thereof to the Placement Agent, not to exceed $150,000.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Stock for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Stock for any reason permitted under this Agreement or (d) the sale of the Securities Stock is not consummated because any condition to the obligations of the Purchasers or the Placement Agent Agents set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s Agents’ counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the Placement AgentAgents.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section SECTION 9, (b) the Company shall fail to tender the Securities Stock for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Stock for any reason permitted under this Agreement or (d) the sale of the Securities Stock is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 SECTION 6, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s 's counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities for delivery to the Purchasers for any reason not permitted under this Agreement, Agreement or the Securities Purchase Agreements or (c) the Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement or (d) the sale of the Securities is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein or in the Securities Purchase Agreements is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or in the Securities Purchase Agreements or to satisfy any condition or to comply with the provisions hereofhereof or thereof, then in addition to the payment of amounts Company shall reimburse the Placement Agent’s out-of-pocket expenses in accordance with Section 6 and, in addition, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such all other accountable out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesOffering, and promptly upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 98, (b) the Company shall fail to tender the Securities Shares for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement or (dc) the sale of the Securities Shares is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 5, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel not to exceed $100,000 and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesShares, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Shares and the Warrants for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Shares and the Warrants for any reason permitted under this Agreement or (d) the sale of the Securities Shares and the Warrants is not consummated because any condition to the obligations of the Purchasers or the Placement Agent Agents set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition subject to the payment of amounts limitations set forth in accordance with Section 6 the Company shall reimburse each of the Placement Agent Agents for the reasonable documented and accountable fees and expenses of the Placement Agent’s Agents’ counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesShares and the Warrants, and upon demand the Company shall pay the full amount thereof to the Placement Agentthereof.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Shares and Warrants for delivery to the Purchasers Investors for any reason not permitted under this Agreement, (c) the Purchasers Investors shall decline to purchase the Securities for any reason permitted under this Agreement or the Securities Purchase Agreement or (d) the sale of the Securities is not consummated because any condition to the obligations of the Purchasers Placement Agents or the Placement Agent Investors set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent Agents for the reasonable documented and accountable fees and expenses of the Placement Agent’s Agents’ counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the Securities, including, without limitation, travel and lodging expenses of the Placement Agent, and upon demand the Company shall pay the full amount thereof to the Placement AgentRepresentative.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Stock for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Stock for any reason permitted under this Agreement or (d) the sale of the Securities Stock is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender any of the Securities Shares and/or Warrants for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Units for any reason permitted under this Agreement or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers or the Placement Agent Agents set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then then, in addition to the payment of any amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent Agents for the reasonable documented and accountable fees and expenses of the Placement Agent’s Agents’ counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesOffering, and upon demand the Company shall pay the full amount thereof to the Representative on behalf of the Placement AgentAgents.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Units for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Units for any reason permitted under this Agreement or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then then, in addition to the payment of any amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesUnits, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Stock for delivery to the Purchasers for any reason not permitted under this AgreementAgreement or the Subscription Agreements, (c) the Purchasers shall decline to purchase the Securities Stock for any reason permitted under this Agreement or (d) the sale of the Securities Stock is not consummated because any condition to the obligations of the Purchasers or the Placement Agent Agents set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 the Company shall reimburse the Placement Agent Agents for the reasonable documented and accountable fees and expenses of the Placement Agent’s Agents’ counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesStock, including, without limitation, travel and lodging expenses of the Placement Agents, and upon demand the Company shall pay the full amount thereof to the Placement Agent; provided, however, that such reimbursement obligations will not exceed $250,000 if the agreement has been terminated based on an event described in Section 7(o).

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Stock for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Stock for any reason permitted under this Agreement or (d) the sale of the Securities Stock is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, other than by reason of default by the Placement Agent, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Units for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Units for any reason permitted under this Agreement or the Subscription Agreement or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then then, in addition to the payment of any amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesUnits, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 98, (b) the Company shall fail to tender the Securities Units for delivery to the Purchasers Investors for any reason not permitted under this Agreement, (c) the Purchasers Investors shall decline to purchase the Securities Units for any reason permitted under this Agreement or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers Investors or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 5(j), the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses all of the Placement Agent’s counsel and for such other its actual out-of-pocket expenses as shall have been reasonably incurred by them in connection with the transactions contemplated by this Agreement Agreement, including the reasonable fees and the proposed purchase disbursements of the Securitiesits counsel, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Shares for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Shares for any reason permitted under this Agreement or (d) the sale of the Securities Shares is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then then, in addition to the payment of any amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel (such fees not to exceed $15,000 without prior written consent from the Company) and for such other accountable out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesShares, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Units for delivery to the Purchasers for any reason not permitted under this Agreementthe Subscription Agreement or herein, (c) the Purchasers shall decline to purchase the Securities Units for any reason permitted under this the Subscription Agreement or herein or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth in the Subscription Agreement or herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesUnits, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Units for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Units for any reason permitted under this Agreement or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers or the Placement Agent Agents set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent Agents for the reasonable documented and accountable fees and expenses of the Placement Agent’s Agents’ counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesUnits, and upon demand the Company shall pay the full amount thereof to the Placement AgentAgents.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Units for delivery to the Purchasers for any reason not permitted under this Agreement, (c) all of the Purchasers shall decline to purchase the Securities Units for any reason permitted under this Agreement or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers or the Placement Agent Agents set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent Agents for the reasonable documented and accountable fees and expenses of the Placement Agent’s Agents’ counsel as provided in Section 6 and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesUnits, and upon demand the Company shall pay the full amount thereof to the Placement AgentAgents.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Units for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Units for any reason permitted under this Agreement or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent for the reasonable documented and out-of-pocket accountable fees fees, costs and expenses of the Placement Agent’s counsel and for such other reasonable accountable out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesUnits, and upon demand demand, the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Shares for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Shares for any reason permitted under this Agreement or (d) the sale of the Securities Shares is not consummated because any condition to the obligations of the Purchasers or the Placement Agent Agents set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent Representative for the reasonable documented and accountable fees and expenses of the Placement AgentRepresentative’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them it in connection with this Agreement and the proposed purchase of the SecuritiesShares, including, without limitations, travel and lodging expenses of the Representative, up to an aggregate maximum of $50,000 for all such fees and expenses and upon demand the Company shall pay the full amount thereof to the Placement AgentRepresentative.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Units for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Units for any reason permitted under this Agreement or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesUnits, and upon demand the Company shall pay the full amount thereof to the Placement Agent, not to exceed $100,000.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Shares for delivery to the Purchasers for any reason not permitted under this AgreementAgreement or the Subscription Agreements, (c) the Purchasers shall decline to purchase the Securities Shares for any reason permitted under this Agreement or (d) the sale of the Securities Shares is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent for the reasonable and documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesShares, including, without limitation, travel and lodging expenses of the Placement Agent approved in advance by the Company, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Shares for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Shares for any reason permitted under this Agreement or (d) the sale of the Securities Shares is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 the Company shall reimburse the Placement Exhibit 1.1 Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesShares, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender any of the Securities Shares for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Shares for any reason permitted under this Agreement or (d) the sale of the Securities Shares is not consummated because any condition to the obligations of the Purchasers or the Placement Agent Agents set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 then, the Company shall reimburse the Placement Agent Agents for the reasonable and documented and accountable fees and expenses of the Placement Agent’s Agents’ counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase Offering up to a maximum aggregate amount of the Securities$100,000, and upon demand the Company shall pay the full amount thereof to the Representative on behalf of the Placement AgentAgents. The Representative acknowledges that the Company has advanced $50,000 to the Representative, which shall be applied against any reimbursement under this Section 10.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement or (d) the sale of the Securities is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then then, in addition to the payment of any amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the Securities, and upon demand the Company shall pay the full amount thereof to the Placement Agent; provided, however, solely in the case of clause (a) above, the Company shall not be obligated to reimburse the Placement Agent in an amount greater than $15,000 in respect thereof if less than $1,000,000 in Securities is sold in the Offering, or more than $30,000 if at least $1,000,000 in Securities is sold in the Offering.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, . (b) the Company shall fail to tender the Securities Units for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Units for any reason permitted under this Agreement or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 6. the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesUnits, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Units for delivery to the Purchasers for any reason not permitted under this Agreement, (c) all of the Purchasers shall decline to purchase the Securities Units for any reason permitted under this Agreement or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesUnits, not to exceed $25,000 in the aggregate without the prior written consent of the Company, which consent shall not be unreasonably withheld, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Shares for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Shares for any reason permitted under this Agreement or (d) the sale of the Securities Shares is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition subject to the payment of amounts limitations set forth in accordance with Section 6 the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesShares, and upon demand the Company shall pay the full amount thereof to the Placement Agentthereof.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Units for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Units for any reason permitted under this Agreement or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers or the Placement Agent Agents set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent Agents for the reasonable documented and accountable reasonable, fees and expenses of the Placement Agent’s Agents’ counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesUnits, and upon demand the Company shall pay the full amount thereof to the Placement AgentAgents.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Shares and the Warrants for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Shares and the Warrants for any reason permitted under this Agreement or (d) the sale of the Securities Shares and the Warrants is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition subject to the payment of amounts limitations set forth in accordance with Section 6 the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesShares and the Warrants, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if If (a) this Agreement shall have been terminated pursuant to Section 98, (b) the Company shall fail to tender the Securities Shares or Warrants for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Units for any reason permitted under this Agreement or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then the Company agrees to reimburse the Placement Agent in addition an amount not to exceed $100,000 (which amount shall be inclusive, for greater certainty, of the payment of any amounts due to the Placement Agent in accordance with Section 6 the Company shall reimburse the Placement Agent 5 herein) for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other accountable out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesUnits, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Units for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Units for any reason permitted under this Agreement or pursuant to their purchase obligations or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers Placement Agent or the Placement Agent Purchasers set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them it in connection with this Agreement and the proposed purchase of the SecuritiesUnits, including, without limitation, travel and lodging expenses of the Placement Agent, and upon demand the Company shall pay the full amount thereof to the Placement Agent; provided that any such reimbursement shall be subject to the $100,000 aggregate limit set forth in Section 6.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement or (d) If the sale of the Securities Shares provided for herein is not consummated because any condition to the obligations of the Placement Agents and the Purchasers or the Placement Agent set forth herein in Section 7 hereof is not satisfied satisfied, because of any termination pursuant to Section 9 hereof or because of the any refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with any provision hereof other than by reason of a default by the provisions hereofPlacement Agents, then in addition to the payment of amounts in accordance with Section 6 the Company shall reimburse will reimburse, upon, if requested by the Company, receipts of written invoices for such expenses, the Placement Agent Agents upon demand, through XX Xxxxx, for the all reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as (including reasonable fees and disbursements of counsel and any expenses advanced by the Placement Agents on the Company’s behalf) that shall have been reasonably incurred by them the Placement Agents in connection with this Agreement and the proposed purchase and sale of the SecuritiesShares and, and upon demand demand, the Company shall pay the full amount thereof to the Placement AgentAgents.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Units for delivery to the Purchasers for any reason not permitted under this AgreementAgreement or the Subscription Agreements, (c) the Purchasers shall decline to purchase the Securities Units for any reason permitted under this Agreement or the Subscription Agreements or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers Placement Agents or the Placement Agent Purchasers set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent Agents for the reasonable documented and accountable fees and expenses of the Placement Agent’s Agents’ counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them it in connection with this Agreement and the proposed purchase of the SecuritiesUnits, including, without limitation, reasonable travel and lodging expenses of the Placement Agents, and upon demand the Company shall pay the full amount thereof to the Placement AgentRepresentative in full satisfaction of all payments due to the Payment Agents under this Section 10.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Stock for delivery to the Purchasers for any reason not permitted under this AgreementAgreement or the Subscription Agreements, (c) the Purchasers shall decline to purchase the Securities Stock for any reason permitted under this Agreement or (d) the sale of the Securities Stock is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesStock, including, without limitation, travel and lodging expenses of the Placement Agent, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Units for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Units for any reason permitted under this Agreement or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied (other than a condition solely within the control of the Placement Agent) or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesUnits, including, without limitations, travel and lodging expenses of the Placement Agent, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement or (d) the sale of the Securities is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then then, in addition to the payment of any amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the Securities, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Stock for delivery to the Purchasers for any reason not permitted under this Agreementthe Subscription Agreement or herein, (c) the Purchasers shall decline to purchase the Securities Stock for any reason permitted under this the Subscription Agreement or herein or (d) the sale of the Securities Stock is not consummated because any condition to the obligations obligations, except for the conditions set forth in Sections 7(e), (f) and (m), of the Purchasers or the Placement Agent set forth in the Subscription Agreement or herein is not satisfied satisfied, or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Stock for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Stock for any reason permitted under this Agreement or (d) the sale of the Securities Stock is not consummated because any condition to the obligations of the Purchasers or the Placement Agent Agents set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent Agents for the reasonable and documented and accountable fees and expenses of the Placement Agent’s Agents’ counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the Placement AgentAgents.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Stock for delivery to the Purchasers Purchaser for any reason not permitted under this Agreement or the Subscription Agreement, (c) the Purchasers Purchaser shall decline to purchase the Securities Stock for any reason permitted under this Agreement or the Subscription Agreement or (d) the sale of the Securities Stock is not consummated because any condition to the obligations of the Purchasers Placement Agent or the Placement Agent Purchaser set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them it in connection with this Agreement and the proposed purchase of the SecuritiesStock, including, without limitation, travel and lodging expenses of the Placement Agent, and upon demand the Company shall pay the full amount thereof to the Placement AgentXxxx.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Stock for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Stock for any reason permitted under this Agreement or (d) the sale of the Securities Stock is not consummated because any condition to the obligations of the Purchasers or the Placement Agent Agents set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent Agents for the reasonable documented and accountable fees and expenses of the Placement Agent’s Agents’ counsel and for such other accountable out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the Placement AgentAgents.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Units for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Units for any reason permitted under this Agreement or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers or the Placement Agent Agents set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent Agents for the reasonable reasonable, documented and accountable fees and expenses of the Placement Agent’s Agents’ counsel and for such other accountable out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesUnits, and upon demand the Company shall pay the full amount thereof to the Placement AgentAgents.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 910, (b) the Company shall fail to tender the Securities Shares for delivery to the Purchasers for any reason not permitted under this Agreement, (c) all of the Purchasers shall decline to purchase the Securities Shares for any reason permitted under this Agreement or (d) the sale of the Securities Shares is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the Securities, and upon demand the Company shall pay the full amount thereof to the Placement AgentShares.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 99 hereof, (b) the Company shall fail to tender the Securities Units for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Units for any reason permitted under this Agreement Agreement, or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers Placement Agents or the Placement Agent Purchasers set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 hereof, the Company shall reimburse the Placement Agent Agents for the reasonable documented and accountable fees and expenses of the Placement Agent’s Agents’ counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them it in connection with this Agreement and the proposed purchase of the SecuritiesUnits, including, without limitation, travel and lodging expenses of the Placement Agents, and upon demand the Company shall pay the full amount thereof to the Placement AgentAgents; provided, that any such reimbursement shall be subject to the $85,000 aggregate limit set forth in Section 6 hereof.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Units for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Units for any reason permitted under this Agreement or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 the Company shall reimburse the Placement Agent for the reasonable documented and out-of-pocket accountable fees fees, costs and expenses of the Placement Agent’s counsel and for such other reasonable accountable out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesUnits, and upon demand demand, the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Units for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Units for any reason permitted under this Agreement or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers or the Placement Agent Agents set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent Agents for the reasonable and documented and accountable fees and expenses of the Placement Agent’s Agents’ counsel and for such other accountable out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesUnits, and upon demand the Company shall pay the full amount thereof to the Placement AgentAgents.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Stock for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Stock for any reason permitted under this Agreement or (d) the sale of the Securities Stock is not consummated because any condition to the obligations of the Purchasers or the Placement Agent Agents set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 6, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s Agents’ counsel and for such other documented out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesStock, and upon demand the Company shall pay the full amount thereof to the Placement AgentAgents.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 912, (b) the Company shall fail to tender the Securities Stock for delivery to the Purchasers for any reason not permitted under this AgreementAgreement or the Subscription Agreements, (c) the Purchasers shall decline to purchase the Securities Stock for any reason permitted under this Agreement or the Subscription Agreements or (d) the sale of the Securities Stock is not consummated because any condition to the obligations of the Purchasers Placement Agent or the Placement Agent Purchasers set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6 9, the Company shall reimburse the Placement Agent for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them it in connection with this Agreement and the proposed purchase of the SecuritiesStock, including, without limitation, travel and lodging expenses of the Placement Agent, and upon demand the Company shall pay the full amount thereof to the Placement AgentBMC.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 98, (b) the Company shall fail to tender the Securities Units for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Units for any reason permitted under this Agreement or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers or the Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with paragraphs (a), (b), (c), (e), (g), (h) and (k) of Section 6 5, the Company shall reimburse the Placement Agent an amount not to exceed $75,000 for the reasonable documented and accountable fees and expenses of the Placement Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesUnits, and upon demand the Company shall pay the full amount thereof to the Placement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 9, (b) the Company shall fail to tender the Securities Notes for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Notes for any reason permitted under this Agreement or (d) the sale of the Securities is Notes are not consummated because any condition to the obligations of the Purchasers or the Placement Agent Agents set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then then, in addition to the payment of amounts out-of-pocket expenses in accordance with Section 6 (but not in duplication thereof), the Company shall reimburse the Placement Agent Agents for the reasonable documented and accountable fees and expenses of the Placement Agent’s Agents’ counsel and for such other accountable out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the SecuritiesNotes, and upon demand the Company shall pay the full amount thereof to the Representative by or on behalf of the Placement Agent.Agents

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 98, (b) the Company shall fail to tender the Securities Units for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Securities Units for any reason permitted under this the Securities Purchase Agreement or (d) the sale of the Securities Units is not consummated because any condition to the obligations of the Purchasers or the Placement Agent Agents set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then then, in addition to the payment of amounts out-of-pocket expenses in accordance with Section 6 5, the Company shall reimburse the Placement Agent Agents for the reasonable documented and accountable fees and expenses of the Placement Agent’s Agents’ counsel and for such other accountable out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the Securities, and upon demand the Company shall pay the full amount thereof to the Representative on behalf of the Placement AgentAgents.