Common use of Term and Termination of Engagement; Exclusivity Clause in Contracts

Term and Termination of Engagement; Exclusivity. The term of Rxxxxx’x exclusive engagement will begin on the date hereof and fifteen (15) days thereafter (the “Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement. During Rxxxxx’x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with Rxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a Offering. Furthermore, the Company agrees that during Rxxxxx’x engagement hereunder, all inquiries, whether direct or indirect, from prospective investors will be referred to Rxxxxx and will be deemed to have been contacted by Rxxxxx in connection with an Offering. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offering.

Term and Termination of Engagement; Exclusivity. The term of Rxxxxx’x Xxxxxxxxxx’x exclusive engagement will begin on the date hereof and fifteen (15) end 30-days thereafter after the date hereof (the “Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of feesfees due and payable by the Company at the time of such termination, reimbursement of expenses, right of first refusal, tail, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement; Notwithstanding anything to the contrary contained herein, the Company has the right to terminate the Agreement for cause in compliance with FINRA Rule 5110(f)(2)(D)(ii). The exercise of such right of termination for cause eliminates the Company’s obligations with respect to the provisions relating to the tail fees and right of first refusal. During Rxxxxx’x Xxxxxxxxxx’x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with RxxxxxXxxxxxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities in the Offering and (ii) the Company will not pursue any financing transaction which would be in lieu of a an Offering. Furthermore, the Company agrees that during Rxxxxx’x Xxxxxxxxxx’x engagement hereunder, all inquiries, whether direct or indirect, from prospective investors will be referred to Rxxxxx Xxxxxxxxxx and will be deemed to have been contacted by Rxxxxx Xxxxxxxxxx in connection with an Offering. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offering.

Term and Termination of Engagement; Exclusivity. The term of Rxxxxx’x Xxxxxx’x exclusive engagement will begin on the date hereof and fifteen (15) end 30 days thereafter after the date hereof (the “Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement. During Rxxxxx’x Xxxxxx’x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with RxxxxxXxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a Offering. Furthermore, the Company agrees that during Rxxxxx’x Xxxxxx’x engagement hereunder, all inquiries, whether direct or indirect, from prospective investors will be referred to Rxxxxx Xxxxxx and will be deemed to have been contacted by Rxxxxx Xxxxxx in connection with an Offering. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offering.

Term and Termination of Engagement; Exclusivity. The term (the "Term") of Rxxxxx’x Xxxxxxxxxx'x exclusive engagement will begin on the date hereof and fifteen (15) end 10 business days thereafter (after the “Term”)receipt by either party hereto of written notice of termination; provided that no such notice may be given by the Company for a period of 10 business days after the date hereof. Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement. During Rxxxxx’x Xxxxxxxxxx'x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with RxxxxxXxxxxxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a Offering. Furthermore, the Company agrees that during Rxxxxx’x Xxxxxxxxxx'x engagement hereunder, all inquiries, whether direct or indirect, from prospective investors will be referred to Rxxxxx Xxxxxxxxxx and will be deemed to have been contacted by Rxxxxx Xxxxxxxxxx in connection with an Offering. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offering.

Term and Termination of Engagement; Exclusivity. The term of Rxxxxx’x Xxxxxx’x exclusive engagement will begin on the date hereof and fifteen (15) end 45 days thereafter after the date hereof (the “Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement. During Rxxxxx’x Xxxxxx’x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with RxxxxxXxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities Securities, provided that this shall not prohibit the Company from engaging in discussions with respect to potential mergers and acquisitions or any strategic transaction and (ii) the Company will not pursue any financing transaction which would be in lieu of a an Offering. Furthermore, the Company agrees that during Rxxxxx’x Xxxxxx’x engagement hereunder, all inquiries, whether direct or indirect, from prospective investors (not otherwise carved out in the prior clause) will be referred to Rxxxxx Xxxxxx and will be deemed to have been contacted by Rxxxxx Xxxxxx in connection with an Offering. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offering.

Term and Termination of Engagement; Exclusivity. The term of Rxxxxx’x Xxxxxx’x exclusive engagement will begin on the date hereof and fifteen end thirty (1530) days thereafter (the “Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, tail, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement. During Rxxxxx’x Xxxxxx’x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with RxxxxxXxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities (other than the Excluded Investors), provided that this shall not prohibit the Company from engaging in discussions with respect to any potential strategic transaction or merger or acquisition, and (ii) the Company will not pursue any financing transaction which would be in lieu of a an Offering. Furthermore, the Company agrees that during Rxxxxx’x Xxxxxx’x engagement hereunder, all inquiries, whether direct or indirect, from prospective investors (other than the Excluded Investors) will be referred to Rxxxxx Xxxxxx and will be deemed to have been contacted by Rxxxxx Xxxxxx in connection with an Offering. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offering. Notwithstanding anything herein to the contrary, nothing shall prohibit the Company from filing any universal shelf registration statements or one or more registration statements on Form S-8.

Term and Termination of Engagement; Exclusivity. The term of Rxxxxx’x Xxxxxxxxxx’x exclusive engagement will begin on the date hereof and fifteen (15) end 10 days thereafter after the date hereof (the “Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement. During Rxxxxx’x Xxxxxxxxxx’x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with RxxxxxXxxxxxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a an Offering. Furthermore, the Company agrees that during Rxxxxx’x Xxxxxxxxxx’x engagement hereunder, all inquiries, whether direct or indirect, from prospective investors will be referred to Rxxxxx Xxxxxxxxxx and will be deemed to have been contacted by Rxxxxx Xxxxxxxxxx in connection with an Offering. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offering.

Term and Termination of Engagement; Exclusivity. The term of Rxxxxx’x exclusive engagement will begin on the date hereof and fifteen (15) end 45 days thereafter after the date hereof (the “Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, indemnification and contribution, confidentiality, right of first refusal, indemnification and contribution, confidentialitytail, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement. During Rxxxxx’x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with Rxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a Offering. Furthermore, the Company agrees that during Rxxxxx’x engagement hereunder, all inquiries, whether direct or indirect, from prospective investors will be referred to Rxxxxx and will be deemed to have been contacted by Rxxxxx in connection with an Offering. Additionally, except as set forth hereunderDuring the Term and during any 3-month period following the consummation of any Offering, the Company representsshall not draw down on its existing Equity Distribution Agreements with Chardan Capital Markets, warrants LLC and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any OfferingMaxim Group LLC.

Term and Termination of Engagement; Exclusivity. The term of Rxxxxx’x Xxxxxxxxxx’x exclusive engagement will begin on the date hereof for a period of 30 days (the “Initial Term”). In the event that during the Initial Term, Xxxxxxxxxx is successful in closing an Offering, then the Initial Term shall be extended for five (5) months (the “Additional Term”; the Initial Term and fifteen (15) days thereafter (the Additional Term, if applicable, shall collectively be referred to herein as the “Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement. During Rxxxxx’x Xxxxxxxxxx’x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with RxxxxxXxxxxxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities Securities, other than in connection with the ATM Facility, the Strategic Investors or the Existing Shareholders, and (ii) the Company will not pursue any financing transaction which would be in lieu of a an Offering, other than in connection with the ATM Facility, the Strategic Investors or the Existing Shareholders. Furthermore, the Company agrees that during Rxxxxx’x Xxxxxxxxxx’x engagement hereunder, all inquiries, whether direct or indirect, from prospective investors investors, other than in connection with the ATM Facility, the Strategic Investors or the Existing Shareholders, will be referred to Rxxxxx Xxxxxxxxxx and will be deemed to have been contacted by Rxxxxx Xxxxxxxxxx in connection with an Offering. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offering.

Term and Termination of Engagement; Exclusivity. The term of Rxxxxx’x Xxxxxxxxxx’x exclusive engagement will begin on the date hereof and fifteen end three (153) days months thereafter (the “Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, tail, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination or expiration of this Agreement. Notwithstanding anything to the contrary contained herein, the Company has the right to terminate the Agreement for cause in compliance with FINRA Rule 5110(f)(2)(D)(ii). The exercise of such right of termination for cause eliminates the Company’s obligations with respect to the provisions relating to the tail fees and right of first refusal. During Rxxxxx’x Xxxxxxxxxx’x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with RxxxxxXxxxxxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a an Offering. Furthermore, the Company agrees that during Rxxxxx’x engagement hereunderthe Term, all inquiries, whether direct or indirect, from prospective investors will be referred to Rxxxxx Xxxxxxxxxx and will be deemed to have been contacted by Rxxxxx Xxxxxxxxxx in connection with an Offering, except as provided in Paragraph A.4 hereunder. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offering.

Term and Termination of Engagement; Exclusivity. The term of Rxxxxx’x Xxxxxx'x exclusive engagement will begin on the date hereof and fifteen (15) days thereafter (the “"Term”"). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement. During Rxxxxx’x Xxxxxx'x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with RxxxxxXxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a Offering. Furthermore, the Company agrees that during Rxxxxx’x Xxxxxx'x engagement hereunder, all inquiries, whether direct or indirect, from prospective investors will be referred to Rxxxxx Xxxxxx and will be deemed to have been contacted by Rxxxxx Xxxxxx in connection with an Offering. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage or finder’s 's fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offering.

Term and Termination of Engagement; Exclusivity. The term of Rxxxxx’x exclusive engagement will begin on the date hereof and fifteen (15) days end one month thereafter (the “Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement. During Rxxxxx’x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with Rxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a Offering. Furthermore, the Company agrees that during Rxxxxx’x engagement hereunder, all inquiries, whether direct or indirect, from prospective investors will be referred to Rxxxxx and will be deemed to have been contacted by Rxxxxx in connection with an Offering. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offering.

Term and Termination of Engagement; Exclusivity. The term of Rxxxxx’x exclusive Waxxxxxxxx’x xxclusive engagement will begin on the date hereof and fifteen (15) end 30 days thereafter after the date hereof (the “Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement. During Rxxxxx’x engagement Waxxxxxxxx’x xngagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with RxxxxxWaxxxxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a Offering. Furthermore, the Company agrees that during Rxxxxx’x engagement Waxxxxxxxx’x xngagement hereunder, all inquiries, whether direct or indirect, from prospective investors will be referred to Rxxxxx and Waxxxxxxxx xnd will be deemed to have been contacted by Rxxxxx in Waxxxxxxxx xn connection with an Offering. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offering.

Term and Termination of Engagement; Exclusivity. The term of Rxxxxx’x Xxxxxx’x exclusive engagement will begin on the date hereof and fifteen (15) end 30-days thereafter after the date hereof (the “Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of feesfees due and payable by the Company at the time of such termination, reimbursement of expenses, right of first refusal, tail, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement; Notwithstanding anything to the contrary contained herein, the Company has the right to terminate the Agreement for cause in compliance with FINRA Rule 5110(f)(2)(D)(ii). The exercise of such right of termination for cause eliminates the Company’s obligations with respect to the provisions relating to the tail fees and right of first refusal. During Rxxxxx’x Xxxxxx’x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with RxxxxxXxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities in the Offering and (ii) the Company will not pursue any financing transaction which would be in lieu of a an Offering. Furthermore, the Company agrees that during Rxxxxx’x Xxxxxx’x engagement hereunder, all inquiries, whether direct or indirect, from prospective investors will be referred to Rxxxxx Xxxxxx and will be deemed to have been contacted by Rxxxxx Xxxxxx in connection with an Offering. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offering.

Term and Termination of Engagement; Exclusivity. The term of Rxxxxx’x Xxxxxx'x exclusive engagement will begin on the date hereof and fifteen end thirty (1530) days thereafter (the “"Term”"). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, tail, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, during the Term, the Company shall be obligated to pay to Xxxxxx its actual and accountable out-of-pocket expenses related to an Offering (including the fees and disbursements of Xxxxxx'x legal counsel). During Rxxxxx’x Xxxxxx'x engagement hereunder: (i) the Company will wi11 not, and will not permit its representatives to, other than in coordination with RxxxxxXxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a Offering. Furthermore, the Company agrees that during Rxxxxx’x Xxxxxx'x engagement hereunder, all inquiries, whether direct or indirect, from prospective investors will be referred to Rxxxxx Xxxxxx and will be deemed to have been contacted by Rxxxxx Xxxxxx in connection with an Offering. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage or finder’s 's fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offering.

Term and Termination of Engagement; Exclusivity. The term of Rxxxxx’x Wxxxxxxxxx’x exclusive engagement will begin on the date hereof and fifteen (15) end 45 days thereafter after the date hereof (the “Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement. During Rxxxxx’x Wxxxxxxxxx’x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with RxxxxxWxxxxxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a Offering. Furthermore, the Company agrees that during Rxxxxx’x Wxxxxxxxxx’x engagement hereunder, all inquiries, whether direct or indirect, from prospective investors will be referred to Rxxxxx Wxxxxxxxxx and will be deemed to have been contacted by Rxxxxx Wxxxxxxxxx in connection with an Offering. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offering.

Term and Termination of Engagement; Exclusivity. The term of Rxxxxx’x Xxxxxx’x exclusive engagement for this S-3 shelf takedown will begin on the date hereof and fifteen end at the earlier of (15a) 7 days thereafter after the date hereof or (b) at the consummation of an Offering (the “Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement. During Rxxxxx’x Xxxxxx’x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with RxxxxxXxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a Offering. Furthermore, the Company agrees that during Rxxxxx’x Xxxxxx’x engagement hereunder, all inquiries, whether direct or indirect, from prospective investors will be referred to Rxxxxx Xxxxxx and will be deemed to have been contacted by Rxxxxx Xxxxxx in connection with an Offering. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offering.

Term and Termination of Engagement; Exclusivity. The term of Rxxxxx’x Xxxxxx’x exclusive engagement will begin on the date hereof and fifteen (15) end 30 days thereafter after the date hereof (the “Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement. During Rxxxxx’x Xxxxxx’x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with RxxxxxXxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities Securities; provided that this shall not prohibit the Company from engaging in discussions with respect to potential mergers and acquisitions or any strategic transaction and (ii) the Company will not pursue any financing transaction which would be in lieu of a an Offering. Furthermore, the Company agrees that during Rxxxxx’x Xxxxxx’x engagement hereunder, all inquiries, whether direct or indirect, from prospective investors (not otherwise carved out in the prior clause) will be referred to Rxxxxx Xxxxxx and will be deemed to have been contacted by Rxxxxx Xxxxxx in connection with an Offering. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offering.

Term and Termination of Engagement; Exclusivity. The term of Rxxxxx’x exclusive engagement will begin on the date hereof and fifteen (15) days thereafter end two months after the date hereof (the “Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement. During Rxxxxx’x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with Rxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a an Offering. Furthermore, the Company agrees that during Rxxxxx’x engagement hereunder, all inquiries, whether direct or indirect, from prospective investors will be referred to Rxxxxx and will be deemed to have been contacted by Rxxxxx in connection with an Offering. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offering.

Term and Termination of Engagement; Exclusivity. The term of Rxxxxx’x Xxxxxx’x exclusive engagement will begin on the date hereof and fifteen (15) days thereafter end 6 months after the date hereof (the “Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement. During Rxxxxx’x Xxxxxx’x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with RxxxxxXxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a an Offering. Furthermore, the Company agrees that during Rxxxxx’x Xxxxxx’x engagement hereunder, all inquiries, whether direct or indirect, from prospective investors will be referred to Rxxxxx Xxxxxx and will be deemed to have been contacted by Rxxxxx Xxxxxx in connection with an Offering. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offering.

Term and Termination of Engagement; Exclusivity. The term of Rxxxxx’x Xxxxxxxxxx’x exclusive engagement will begin on the date hereof and fifteen (15) days thereafter end 18 months after the date hereof (the “Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement. During Rxxxxx’x Xxxxxxxxxx’x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with RxxxxxXxxxxxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities Securities, other than in connection with any potential Excluded Offering and (ii) the Company will not pursue any financing transaction transaction, other than any Excluded Offering, which would be in lieu of a an Offering. Furthermore, other than in connection with a potential Excluded Offering, the Company agrees that during Rxxxxx’x Xxxxxxxxxx’x engagement hereunder, all inquiries, whether direct or indirect, from prospective investors will be referred to Rxxxxx Xxxxxxxxxx and will be deemed to have been contacted by Rxxxxx Xxxxxxxxxx in connection with an Offering. Additionally, except as set forth hereunderNotwithstanding the foregoing, the Company represents, warrants and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary may at its sole discretion terminate this Agreement if an Offering is not consummated within 60 days of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offeringdate hereof.

Term and Termination of Engagement; Exclusivity. The term of Rxxxxx’x Xxxxxxxxxx’x exclusive engagement will begin on the date hereof and fifteen end ninety (1590) days thereafter after the date hereof (the “Term”); provided, however, if an Offering is consummated, the Term shall be extended to end on the 12-month anniversary of the date of such Offering. Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement. During Rxxxxx’x Xxxxxxxxxx’x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with RxxxxxXxxxxxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a an Offering, provided that the foregoing shall not apply to the exercise of any outstanding options or warrants or the conversion of any outstanding convertible securities. Furthermore, the Company agrees that during Rxxxxx’x Xxxxxxxxxx’x engagement hereunder, all inquiries, whether direct or indirect, from prospective investors interested in purchasing the Securities will be referred to Rxxxxx Xxxxxxxxxx and will be deemed to have been contacted by Rxxxxx Xxxxxxxxxx in connection with an Offering. AdditionallyFor the avoidance of doubt, except as set forth hereunder, Xxxxxxxxxx acknowledges that the Company represents, warrants and covenants shall be permitted during the Term to solicit third party interest for a potential purchase of Company securities that no brokerage or finder’s fees or commissions are or will may be payable sold by the Company or any subsidiary existing stockholders of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any OfferingCompany.