Expenses of Offering and Other Payments. The Company shall be responsible for, and shall bear all expenses directly incurred in connection with, the Offering including, but not limited to, (i) legal fees of the Company's counsel relating to the costs of preparing the Offering Documents and all amendments, supplements and exhibits thereto and preparing this Agency Agreement and delivering all Preferred Units and the Agency Warrants, and (ii) the blue sky fees, filing fees and the fees and disbursements of Placement Agent's counsel in connection with the blue sky matters (the "Company Expenses"). In addition, the Company shall reimburse the Placement Agent for all of its out-of-pocket expenses incurred in connection with the Offering, including, without limitation the Placement Agent's mailing, printing, copying, telephone, travel, background searches, due diligence investigations, legal and consulting fees or other similar expenses (the "Placement Agent Expenses").
Expenses of Offering and Other Payments. The Company shall be responsible for, and shall bear all expenses directly incurred in connection with, the Offering including, but not limited to, (i) legal fees of the Company's counsel relating to the costs of preparing the Offering Documents and all amendments, supplements and exhibits thereto and preparing this Agency Agreement and delivering all Preferred Units and Bridge Securities; and (ii) the blue sky fees, filing fees and the fees and disbursements of Placement Agent's counsel in connection with the blue sky matters as limited above (the "Company Expenses"). Prior to the Initial Preferred Closing, if the Company decides not to proceed with the Offering for any reason (other than Placement Agent's failure to close on the Offering prior to the Preferred Termination Date or upon mutual agreement with the Placement Agent not to proceed with the Offering) or if the Placement Agent decides not to proceed with the Offering because of a material breach by the Company of its representations, warranties, or covenants in this Agency Agreement or as a result of material adverse changes in the affairs of the Company, the Company will be obligated to pay the Placement Agent a financial advisory fee of $500,000 payable at the Placement Agent's sole discretion in either cash or in shares of the Common Stock based on the closing bid price on the date thereof (which fee the Company agrees is a fair measure of the compensation to be received by the Placement Agent in respect of, among other things its advice, time and effort in respect of the Offering), and to reimburse the Placement Agent for the Placement Agent Expenses as set forth above within ten business days of the occurrence or any such event. The Placement Agent shall have no liability to the Company for any reason should the Placement Agent choose not to proceed with the Offering contemplated hereby.
