Common use of ENGAGEMENT TERM Clause in Contracts

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and (ii) June 30, 2024 (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). Upon Closing of the Placement or if the Term ends prior to closing a Placement, then if within nine (9) months following the date hereof, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted or introduced by Placement Agent during the term of this Agreement, then the Company will pay the Placement Agent upon the closing of such financing the compensation set forth in Section 3 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and Placement, (ii) June the date a party terminates the engagement according to the terms of the next sentence, and (iii) April 30, 2024 2020 (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). Upon If the Company elects to terminate this Agreement prior to Closing of for any reason even though the Placement or if Agent was prepared to proceed with the Term ends prior to closing a PlacementClosing within the intent of this Agreement, then and if within nine six (96) months following the date hereofsuch termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted or introduced by Placement Agent during the term of this AgreementPA Investor, then the Company will pay the Placement Agent upon the closing of such financing the compensation set forth in Section 3 herein3(A) above to the extent of the gross proceeds received by the Company from such PA Investors. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof confidentiality and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and Placement, (ii) June 30the date a party terminates the engagement according to the terms of the next sentence, 2024 and (such dateiii) March 2, the “Termination Date” and 2021 (the period of time during which this Agreement remains in effect is referred to herein as the “Term”). Upon If the Company elects to terminate this Agreement prior to Closing of for any reason even though the Placement or if Agent was prepared to proceed with the Term ends prior to closing a PlacementClosing within the intent of this Agreement, then and if within nine six (96) months following the date hereofsuch termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted or introduced by the Placement Agent during the term of this Agreement, then the Company will pay the Placement Agent upon the closing of such financing the compensation set forth in Section 3 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof confidentiality and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall will be until the earlier of (i) the final closing Closing Date and December 31, 2022. The date of the Placement and (ii) June 30, 2024 (such date, the “Termination Date” and the period termination of time during which this Agreement remains in effect is referred to herein as the “Term”). Upon Closing Termination Date.” In the event, however, in the course of the Placement or if Agent’s performance of due diligence it deems, it necessary to terminate the Term ends prior to closing a Placementengagement, then if within nine (9) months following the date hereof, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted or introduced by Placement Agent during the term of this Agreement, then the Company will pay the Placement Agent upon may do so prior to the closing of such financing Termination Date. The Company may elect to terminate the compensation set forth in engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees pursuant to Section 3 hereinhereof with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained herein, as well as provisions in the Indemnification Provisions Sections 10 – 16 hereof will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent as set forth in Section 3 and Section 4 (except for the 1.0% non-accountable expense allowance) shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s (A) Bxxxxxx'x engagement hereunder shall will be from the date of this Agreement until the earlier of (i1) the final closing date of the Placement and or (ii2) June 30, 2024 (such date, the “Termination Date” and the or a period of time during which one hundred twenty (120) days after the date of this Agreement remains in effect is referred to herein as (the “Term”). Upon Closing ; provided, that if the Registration Statement is not declared effective by the Commission within 100 days of the date of this Agreement and the Placement or if is still being pursued by the Company, the Term ends shall be extended to 16 Business Days after the effective date of the Registration Statement or such earlier date that the Company abandons the offering. The engagement may be terminated prior to closing a Placement, then if within nine (9) months following the date hereof, the Company completes any financing of equity, equity-linked or debt or other capital raising activity end of the Company (other than Term by Bxxxxxx at any time upon 10 days' written notice. The engagement will automatically terminate at the exercise by any person or entity of any options, warrants or other convertible securities) with any end of the investors contacted or introduced by Placement Agent during the term of this Agreement, then the Company will pay the Placement Agent upon the closing of such financing the compensation set forth in Section 3 hereinTerm. Notwithstanding anything to the contrary contained herein, the provisions in this Agreement concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If Upon any termination of this Agreement is terminated prior Agreement, the Company's obligation to the completion pay Bxxxxxx any fees actually earned on closing of the PlacementPlacement and otherwise payable under Section 1(A), all fees due shall survive any expiration or termination of this Agreement, as permitted by FINRA Rule 5110(f)(2)(D). Upon any termination of this Agreement, the Company's obligation to reimburse Bxxxxxx for out of pocket accountable expenses actually incurred by Bxxxxxx and reimbursable upon closing of the Placement Agent shall be paid by the Company pursuant to the Placement Agent on Section 1(B), if any are otherwise due under Section 1(B) hereof, will survive any expiration or before the Termination Date (in the event such fees are earned or owed as termination of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement, as permitted by FINRA Rule 5110(f)(2)(D).

ENGAGEMENT TERM. The Placement AgentMxxxx’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier of (i) the final closing date of the Placement and (ii) June 30, 2024 the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). Upon After an initial period of three (3) month from the date hereof, the engagement may be terminated at any time by either party upon seven (7) days written notice to the other party, effective upon receipt of written notice to that effect by the other party, provided that to the extent that the Company has executed one or more Purchase Agreements in respect of the Placement, the Company may not terminate this Agreement until the earlier of the Closing Date or the termination of such Purchase Agreements. If within six (6) months following a closing of the Placement or if the Term ends prior to closing a Placement, then if within nine (9) months following the date hereoftermination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted or introduced by Placement Agent during the term of Purchasers in this AgreementPlacement, then the Company will pay the Placement Agent Maxim upon the closing of such financing the compensation set forth in Section 3 1 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually and reimburse expenses earned pursuant or due prior to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution termination of the Agreement contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent Mxxxx agrees not to use any confidential information concerning the Company provided to the Placement Agent Maxim by the Company for any purposes other than those contemplated under this Agreement.. It also understood that the Right of First Refusal provision from the dealer-manager agreement entered into by the Company and Maxim on or around January 17, 2020 remains in effect and is not obviated by entering into this Agreement. SINTX Technologies, Inc. August 4, 2020

ENGAGEMENT TERM. The Placement AgentMxxxx’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier of (i) the final closing date of the Placement and (ii) June 30, 2024 the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). Upon After an initial period of three (3) month from the date hereof, the engagement may be terminated at any time by either party upon seven (7) days written notice to the other party, effective upon receipt of written notice to that effect by the other party, provided that to the extent that the Company has executed one or more Purchase Agreements in respect of the Placement, the Company may not terminate this Agreement until the earlier of the Closing Date or the termination of such Purchase Agreements. If within six (6) months following a closing of the Placement or if the Term ends prior to closing a Placement, then if within nine (9) months following the date hereoftermination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted or introduced by Placement Agent during the term of Purchasers in this AgreementPlacement, then the Company will pay the Placement Agent Maxim upon the closing of such financing the compensation set forth in Section 3 1 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually and reimburse expenses earned pursuant or due prior to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution termination of the Agreement contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent Mxxxx agrees not to use any confidential information concerning the Company provided to the Placement Agent Maxim by the Company for any purposes other than those contemplated under this Agreement.. It also understood that the Right of First Refusal provision from the dealer-manager agreement entered into by the Company and Maxim on or around January 17, 2020 remains in effect and is not obviated by entering into this Agreement. SINTX Technologies, Inc. June 23, 2020

ENGAGEMENT TERM. The Placement Agent’s Agents’ engagement hereunder shall will be until the earlier of (i) the final closing Closing Date and December 31, 2023. The date of the Placement and (ii) June 30, 2024 (such date, the “Termination Date” and the period termination of time during which this Agreement remains in effect is referred to herein as the “Term”). Upon Closing Termination Date.” In the event, however, in the course of the Placement or if Agents’ performance of due diligence they deem it necessary to terminate the Term ends engagement, the Placement Agents may do so prior to closing a Placement, then if within nine (9) months following the date hereof, Termination Date. The Company may elect to terminate the Company completes engagement hereunder for any financing of equity, equity-linked or debt or other capital raising activity of reason prior to the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) Termination Date but will remain responsible for fees pursuant to Section 3 hereof with any of the investors contacted or introduced by Placement Agent during the term of this Agreement, then the Company will pay respect to the Placement Agent upon Securities if sold in the closing of such financing the compensation set forth in Section 3 hereinPlacement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained herein, as well as provisions in the Indemnification Provisions Sections 10 – 16 hereof will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent Agents as set forth in Section 3 and Section 4 (except for the $15,000 non-accountable expense allowance) shall be paid by the Company to the Placement Agent Agents on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees Agents agree not to use any confidential information concerning the Company provided to the Placement Agent Agents by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and (ii) June 30, 2024 the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). Upon Closing The engagement may be terminated at any time by either party upon five (5) days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement or if Agent was prepared to proceed with the Term ends prior to closing a PlacementPlacement reasonably within the intent of this Agreement, then and if within nine forty-five (945) months days following the date hereofsuch termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted or first introduced to the Company by Placement Agent during the term of this Agreement, then the Company will pay the Placement Agent upon the closing of such financing the compensation set forth in Section 3 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date Closing Date of the Placement and (ii) June 30, 2024 the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). Upon Closing The engagement may be terminated at any time by either party upon five (5) days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement or Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, and if the Term ends prior to closing a Placement, then if within nine one hundred eighty (9180) months days following the date hereofsuch termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted or first introduced to the Company by Placement Agent during the term of this Agreement, then the Company will pay the Placement Agent upon the closing of such financing the compensation set forth in Section 3 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall will be until the earlier of (i) the final closing Closing Date and July 31, 2024. The date of the Placement and (ii) June 30, 2024 (such date, the “Termination Date” and the period termination of time during which this Agreement remains in effect is referred to herein as the “Term”). Upon Closing Termination Date.” In the event, however, in the course of the Placement or if Agent’s performance of due diligence they deem it necessary to terminate the Term ends engagement, the Placement Agents may do so prior to closing a Placement, then if within nine (9) months following the date hereof, Termination Date. The Company may elect to terminate the Company completes engagement hereunder for any financing of equity, equity-linked or debt or other capital raising activity of reason prior to the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) Termination Date but will remain responsible for fees pursuant to Section 3 hereof with any of the investors contacted or introduced by Placement Agent during the term of this Agreement, then the Company will pay respect to the Placement Agent upon Securities if sold in the closing of such financing the compensation set forth in Section 3 hereinPlacement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained herein, as well as provisions in the Indemnification Provisions Sections 10 – 14 hereof will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent Agents as set forth in Section 3 and Section 4 (except for the $25,000 non-accountable expense allowance) shall be paid by the Company to the Placement Agent Agents on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees Agents agree not to use any confidential information concerning the Company provided to the Placement Agent Agents by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall will be until the earlier later of (i) the final closing Closing Date and [December 31, 2023]. The date of the Placement and (ii) June 30, 2024 (such date, the “Termination Date” and the period termination of time during which this Agreement remains in effect is referred to herein as the “Term”). Upon Closing Termination Date.” In the event, however, in the course of the Placement or if Agent’s performance of due diligence it deems it necessary to terminate the Term ends prior to closing a Placementengagement, then if within nine (9) months following the date hereof, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted or introduced by Placement Agent during the term of this Agreement, then the Company will pay the Placement Agent upon may do so prior to the closing of such financing Termination Date. The Company may elect to terminate the compensation set forth in engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees pursuant to Section 3 hereinhereof with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained herein, as well as provisions in the Indemnification Provisions Sections 10 – 16 hereof will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent as set forth in Section 3 and Section 4 (up to an aggregate amount of $100,000 shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Exhibit 10.56 Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall will be until the earlier of (i) the final closing date of the Placement March 17, 2022 and (ii) June 30, 2024 (such date, the “Termination Closing Date” and the period . The date of time during which termination of this Agreement remains in effect is referred to herein as the “Term”). Upon Closing Termination Date.” In the event, however, in the course of the Placement or if Agent’s performance of due diligence it deems it necessary to terminate the Term ends prior to closing a Placementengagement, then if within nine (9) months following the date hereof, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted or introduced by Placement Agent during the term of this Agreement, then the Company will pay the Placement Agent upon may do so prior to the closing of such financing Termination Date. The Company may elect to terminate the compensation engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to, and subject to the limits set forth in in, Section 3 hereinhereof. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If Subject to the limitations set forth herein, if this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to disclose or use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall will be until the earlier of (i) the final closing Closing Date and May 14, 2023. The date of the Placement and (ii) June 30, 2024 (such date, the “Termination Date” and the period termination of time during which this Agreement remains in effect is referred to herein as the “Term”). Upon Closing Termination Date.” In the event, however, in the course of the Placement or if Agent’s performance of due diligence it deems, it necessary to terminate the Term ends prior to closing a Placementengagement, then if within nine (9) months following the date hereof, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted or introduced by Placement Agent during the term of this Agreement, then the Company will pay the Placement Agent upon may do so prior to the closing of such financing Termination Date. The Company may elect to terminate the compensation set forth in engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees pursuant to Section 3 hereinhereof with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained herein, as well as provisions in the Indemnification Provisions Sections 10 – 16 hereof will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent as set forth in Section 3 and Section 4 (except for the $15,000 non-accountable expense allowance) shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and or (ii) June 30, 2024 the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). Upon Closing The engagement may be terminated at any time by either party upon five (5) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement or if Agent was prepared to proceed with the Term ends prior to closing a PlacementPlacement reasonably within the intent of this Agreement, then and if within nine forty-five (945) months days following the date hereofsuch termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted or first introduced to the Company by Placement Agent during the term of this Agreement, then the Company will pay the Placement Agent upon the closing of such financing the compensation set forth in Section 3 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s Agents engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and (ii) June 30, 2024 the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). Upon Closing The engagement may be terminated at any time by either party upon five (5) days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement or if Agents were prepared to proceed with the Term ends prior to closing a PlacementPlacement reasonably within the intent of this Agreement, then and if within nine forty-five (945) months days following the date hereofsuch termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted or first introduced to the Company by Placement Agent Agents during the term of this Agreement, then the Company will pay the Placement Agent Agents upon the closing of such financing the compensation set forth in Section 3 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent Agents shall be paid by the Company to the Placement Agent Agents on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees Agents agree, severally and not jointly, not to use any confidential information concerning the Company provided to the Placement Agent Agents by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentMxxxx’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier of (i) the final closing date of the Placement and (ii) June 30, 2024 the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). Upon After an initial period of one (1) month from the date hereof, the engagement may be terminated at any time by either party upon seven (7) days written notice to the other party, effective upon receipt of written notice to that effect by the other party, provided that to the extent that the Company has executed one or more Purchase Agreements in respect of the Placement, the Company may not terminate this Agreement until the earlier of the Closing Date or the termination of such Purchase Agreements. If within twelve (12) months following a closing of the Placement or if the Term ends prior to closing a Placement, then if within nine (9) months following the date hereoftermination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted or introduced by Placement Agent Mxxxx during the term of this Agreement, then the Company will pay the Placement Agent Maxim upon the closing of such financing the compensation set forth in Section 3 1 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually and reimburse expenses earned pursuant or due prior to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution termination of the Agreement contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent Mxxxx agrees not to use any confidential information concerning the Company provided to the Placement Agent Maxim by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s Agents’ engagement hereunder shall will be until the earlier of (i) the final closing Closing Date and August 31, 2023. The date of the Placement and (ii) June 30, 2024 (such date, the “Termination Date” and the period termination of time during which this Agreement remains in effect is referred to herein as the “Term”). Upon Closing Termination Date.” In the event, however, in the course of the Placement or if Agents’ performance of due diligence they deem it necessary to terminate the Term ends engagement, the Placement Agents may do so prior to closing a Placement, then if within nine (9) months following the date hereof, Termination Date. The Company may elect to terminate the Company completes engagement hereunder for any financing of equity, equity-linked or debt or other capital raising activity of reason prior to the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) Termination Date but will remain responsible for fees pursuant to Section 3 hereof with any of the investors contacted or introduced by Placement Agent during the term of this Agreement, then the Company will pay respect to the Placement Agent upon Securities if sold in the closing of such financing the compensation set forth in Section 3 hereinPlacement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained herein, as well as provisions in the Indemnification Provisions Sections 10 – 16 hereof will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent Agents as set forth in Section 3 and Section 4 (except for the $25,000 non-accountable expense allowance) shall be paid by the Company to the Placement Agent Agents on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees Agents agree not to use any confidential information concerning the Company provided to the Placement Agent Agents by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall will be until the earlier of (i) the final closing Closing Date and May 13, 2024. The date of the Placement and (ii) June 30, 2024 (such date, the “Termination Date” and the period termination of time during which this Agreement remains in effect is referred to herein as the “Term”). Upon Closing Termination Date.” In the event, however, in the course of the Placement or if Agent’s performance of due diligence it deems, it necessary to terminate the Term ends prior to closing a Placementengagement, then if within nine (9) months following the date hereof, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted or introduced by Placement Agent during the term of this Agreement, then the Company will pay the Placement Agent upon may do so prior to the closing of such financing Termination Date. The Company may elect to terminate the compensation set forth in engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees pursuant to Section 3 hereinhereof with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained herein, as well as provisions in the Indemnification Provisions Sections 10 – 16 hereof will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent as set forth in Section 3 and Section 4 (except for the $15,000 non-accountable expense allowance) shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s Agents’ engagement hereunder shall be until the earlier of (i) the final closing date of the Placement Placement, and (ii) June 30, 2024 the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). Upon Closing After an initial period of ten (10) days from the date hereof, the engagement may be terminated at any time by either party upon ten (10) days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement or if Agents were prepared to proceed with the Term ends prior to closing a PlacementPlacement reasonably within the intent of this Agreement, then and if within nine six (96) months following the date hereofsuch termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted or introduced by Placement Agent Agents during the term of this AgreementAgreement (provided, the Company has pre-approved such contact in writing), then the Company will pay the Placement Agent Agents upon the closing of such financing the compensation set forth in Section 3 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof confidentiality and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees Agents each agree, severally and not jointly, not to use any confidential information concerning the Company provided to the such Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and (ii) June 30, 2024 the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). Upon Closing The engagement may be terminated at any time by either party upon five (5) days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement or if Agent was prepared to proceed with the Term ends prior to closing a PlacementPlacement reasonably within the intent of this Agreement, then and if within nine forty-five (945) months days following the date hereofsuch termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted or first introduced to the Company by Placement Agent during the term of this Agreement, then the Company will pay the Placement Agent upon the closing of such financing the compensation set forth in Section 3 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees agree not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and Placement, (ii) June 30the date the Company elects to terminate this Agreement, 2024 and (such dateiii) December 22, 2020. If the “Termination Date” Company elects to terminate this Agreement prior to Closing for any reason even though the Placement Agent and all purchasers under the Purchase Agreement were prepared to proceed with the Closing within the intent of this Agreement and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). Upon Closing of the Placement or if the Term ends prior to closing a PlacementPurchase Agreement, then and if within nine (9) months following the date hereofsuch termination, the Company completes any financing of equity, equity-linked or debt (but excluding commercial or other capital raising activity bank debt) of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of PA Investor, if the investors contacted or introduced by Placement Agent during the term of this Agreementis not acting as an underwriter or placement agent in such financing, then the Company will pay the Placement Agent upon the closing of such financing the compensation set forth in Section 3 herein3(A) above to the extent of the gross proceeds received by the Company from such PA Investors. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof confidentiality and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement Placement, and (ii) June 30, 2024 the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). Upon Closing After an initial period of ten (10) days from the date hereof, the engagement may be terminated at any time by either party upon ten (10) days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement or if Agents were prepared to proceed with the Term ends prior to closing a PlacementPlacement reasonably within the intent of this Agreement, then and if within nine six (96) months following the date hereofsuch termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted or introduced by Placement Agent Agents during the term of this AgreementAgreement (provided, the Company has pre-approved such contact in writing), then the Company will pay the Placement Agent Agents upon the closing of such financing the compensation set forth in Section 3 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof confidentiality and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentMaxim’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier of (i) the final closing date of the Placement and (ii) June 30, 2024 the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). Upon Closing After an initial period of three (3) month from the date hereof, the engagement may be terminated at any time by either party upon seven (7) days written notice to the other party, effective upon receipt of written notice to that effect by the other party, provided that to the extent that the Company has executed one or more Purchase Agreements in respect of the Placement or if the Term ends prior to closing a Placement, then if the Company may not terminate this Agreement until the earlier of the Closing Date or the termination of such Purchase Agreements. If within nine six (96) months following the date hereofsuch termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted or introduced by Placement Agent Maxim during the term of this Agreement, then the Company will pay the Placement Agent Maxim upon the closing of such financing the compensation set forth in Section 3 1 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually and reimburse expenses earned pursuant or due prior to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution termination of the Agreement contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent Maxim agrees not to use any confidential information concerning the Company provided to the Placement Agent Maxim by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date Closing Date of the Placement Placement; and (ii) June 30February 8, 2024 (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Engagement Term”). Upon The Placement Agent’s engagement may not be earlier terminated except for Cause (as defined below). If there is a Closing of the Placement, or if this Placement Agent’s engagement terminates prior to Closing of the Placement or if the Term ends prior to closing a Placement(other than for Cause), then if within nine twelve (912) months following the date hereofsuch time, the Company completes any financing of equity, equity-linked linked, convertible or debt or other capital raising activity of the Company (other than the exercise by with, or receives any person or entity of any optionsproceeds from, warrants or other convertible securities) with any of the investors contacted or introduced by Placement Agent Maxim to the Company during the term Engagement Term, a list of this Agreementwhich shall be provided to the Company upon written request following the Engagement Term, then the Company will pay the Placement Agent Maxim upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean Maxim’s gross negligence, fraud, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and, with respect to a material breach only, not curing, but only to the extent it can be cured, such alleged conduct within five (5) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights (except where the Agreement has been terminated for Cause) and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this AgreementAgreement for twelve (12) months, irrespective of whether a closing occurs. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent Xxxxx agrees not to use any confidential information concerning the Company provided to the Placement Agent Maxim by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall will be until the earlier of (i) the final closing Closing Date and [ ], 2023. The date of the Placement and (ii) June 30, 2024 (such date, the “Termination Date” and the period termination of time during which this Agreement remains in effect is referred to herein as the “Term”). Upon Closing Termination Date.” In the event, however, in the course of the Placement or if Agent’s performance of due diligence it deems, it necessary to terminate the Term ends prior to closing a Placementengagement, then if within nine (9) months following the date hereof, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted or introduced by Placement Agent during the term of this Agreement, then the Company will pay the Placement Agent upon may do so prior to the closing of such financing Termination Date. The Company may elect to terminate the compensation set forth in engagement hereunder for any reason prior to the Termination Date, but it will remain responsible for fees pursuant to Section 3 hereinhereof with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained herein, as well as provisions in the Indemnification Provisions Sections 10 – 14 hereof will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent as set forth in Section 3 and Section 4 (except for the $25,000 non-accountable expense allowance) shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date Closing Date of the Placement and (ii) June 30, 2024 the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). Upon Closing The engagement may be terminated at any time by either party upon five (5) days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement or Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, and if the Term ends prior to closing a Placement, then if within nine one hundred eighty (9180) months days following the date hereofsuch termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted or first introduced to the Company by Placement Agent during the term of this Agreement, then the Company will pay the Placement Agent upon the closing of such financing the compensation set forth in Section 3 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees agree not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall will be until the earlier of (i) the final closing Closing Date and [*], 2023. The date of the Placement and (ii) June 30, 2024 (such date, the “Termination Date” and the period termination of time during which this Agreement remains in effect is referred to herein as the “Term”). Upon Closing Termination Date.” In the event, however, in the course of the Placement or if Agent’s performance of due diligence it deems, it necessary to terminate the Term ends prior to closing a Placementengagement, then if within nine (9) months following the date hereof, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted or introduced by Placement Agent during the term of this Agreement, then the Company will pay the Placement Agent upon may do so prior to the closing of such financing Termination Date. The Company may elect to terminate the compensation set forth in engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees pursuant to Section 3 hereinhereof with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained herein, as well as provisions in the Indemnification Provisions Sections 10 – 16 hereof will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent as set forth in Section 3 and Section 4 (except for the $15,000 non-accountable expense allowance) shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall will be until the earlier of (i) the final closing Closing Date and February 12, 2024. The date of the Placement and (ii) June 30, 2024 (such date, the “Termination Date” and the period termination of time during which this Agreement remains in effect is referred to herein as the “Term”). Upon Closing Termination Date.” In the event, however, in the course of the Placement or if Agent’s performance of due diligence it deems, it necessary to terminate the Term ends prior to closing a Placementengagement, then if within nine (9) months following the date hereof, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted or introduced by Placement Agent during the term of this Agreement, then the Company will pay the Placement Agent upon may do so prior to the closing of such financing Termination Date. The Company may elect to terminate the compensation set forth in engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees pursuant to Section 3 hereinhereof with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained herein, as well as provisions in the Indemnification Provisions Sections 10 – 16 hereof will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent as set forth in Section 3 and Section 4 (except for the $15,000 non-accountable expense allowance) shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and (ii) June 30, 2024 the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). Upon Closing The engagement may be terminated at any time by either party upon five (5) days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement or if Agent was prepared to proceed with the Term ends prior to closing a PlacementPlacement reasonably within the intent of this Agreement, then and if within nine forty-five (945) months days following the date hereofsuch termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted or introduced by Placement Agent during the term of this AgreementInvestor, then the Company will pay the Placement Agent upon the closing of such financing the compensation set forth in Section 3 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.