Common use of Expenses of Offering Clause in Contracts

Expenses of Offering. The Company and Newco shall be responsible for, and shall bear all expenses directly incurred in connection with, the proposed Placements including, but not limited to, (i) legal fees of the Company’s and Newco’s counsel relating to the costs of preparing the Offering Documents and all amendments, supplements and exhibits thereto and preparing and delivering all Placement Agent and selling documents, Series A Stock and Warrant certificates; and (ii) blue sky fees, filing fees and the fees and disbursements of Placement Agent’s counsel in connection with blue sky matters (the “Company and Newco Expenses”). In addition, the Company or Newco shall reimburse the Placement Agent for all of its reasonable out-of-pocket expenses incurred in connection with the Placements, 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”), subject to Section 3(d). If the Company or Newco decides not to proceed with the Placements for any reason (other than (a) the failure to receive subscriptions for at least $500,000 in gross proceeds in the PPO or (b) the material breach of the Placement Agent’s representations, warranties or covenants in Section 5 of this Agreement) or if the Placement Agent decides not to proceed with the Placements because of a material breach by the Company or Newco of their representations, warranties, or covenants in this Agreement or as a result of material adverse changes in the affairs of the Company or Newco, the Company or Newco will be obligated to pay the Placement Agent liquidated damages of either $150,000 in cash (the method of payment to be at the sole discretion of the Placement Agent) and to reimburse the Placement Agent for the Placement Agent expenses as set forth above. The Placement Agent shall have no liability to the Company or Newco for any reason should the Placement Agent choose not to proceed with the Placements contemplated hereby.

Expenses of Offering. The Company and Newco shall be responsible for, and shall bear all expenses directly incurred in connection with, the proposed Placements Placement including, but not limited to, (i) legal fees of the Company’s and Newco’s counsel relating to the costs of preparing the Offering Documents and all amendments, supplements and exhibits thereto and preparing and delivering all Placement Agent and selling documents, Series A Stock Debenture and Warrant certificates; and (ii) blue sky fees, filing fees and the fees and disbursements of Placement Agent’s counsel in connection with blue sky matters (the “Company and Newco Expenses”). In addition, the Company or Newco shall reimburse the Placement Agent for all of its reasonable out-of-pocket expenses incurred in connection with the PlacementsPlacement, 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 expensesExpenses”), subject to Section 3(d). If the Company or Newco decides not to proceed with the Placements Placement for any reason (other than (a) the failure to receive subscriptions for at least $500,000 in gross proceeds in the PPO or (b) the material breach of the Placement Agent’s representations, warranties or covenants in Section 5 of this Agreement) or if the Placement Agent decides not to proceed with the Placements Placement because of a material breach by the Company or Newco of their its representations, warranties, or covenants in this Agreement or as a result of material adverse changes in the affairs of the Company or NewcoCompany, the Company or Newco will be obligated to pay the Placement Agent liquidated damages of either $150,000 in cash (the method of payment to be at the sole discretion of the Placement Agent) and to reimburse the Placement Agent for the Placement Agent expenses as set forth above. The Placement Agent shall have no liability to the Company or Newco for any reason should the Placement Agent choose not to proceed with the Placements Placement contemplated hereby.

Expenses of Offering. The Company and Newco shall be responsible for, and shall bear all expenses directly and necessarily incurred in connection with, the proposed Placements includingOffering, including but not limited to, (i) legal fees of the Company’s and Newco’s counsel relating to the costs of preparing preparing, printing and delivering the Offering Documents CTS and all exhibits thereto to the Placement Agent; the costs of preparing, printing and filing with the Securities and Exchange Commission the Registration Statement and amendments, post-effective amendments and supplements thereto; preparing, printing and delivering exhibits thereto and preparing copies of the preliminary, final and supplemental prospectus; preparing, printing and delivering all Placement Agent and selling Pillar Investments Ltd. January 15, 1998 Page 16 documents, Series A Stock including but not limited to this Agreement, the CTS, Unit Purchase Agreements, and Warrant stock certificates; and (ii) blue sky fees, filing fees and the fees and disbursements of the transfer agent (collectively, the "COMPANY EXPENSES"). The Company shall pay to the Placement Agent a non-accountable expense allowance equal to four percent (4%) of the total proceeds of the Offering (the "EXPENSE ALLOWANCE") to cover the cost of Placement Agent’s counsel in connection with blue sky matters ('s mailing, telephone, telegraph, travel, due diligence meetings and other similar expenses including legal fees and costs of the “Company and Newco Expenses”)Placement Agent's counsel. Such pre-paid expense allowance shall be non-refundable. In additionaddition to the foregoing, the Company or Newco shall reimburse pay for all due diligence expenses ("DUE DILIGENCE EXPENSES") resulting from due diligence conducted by the Placement Agent for all of or its reasonable out-of-pocket expenses incurred in connection with agents or employees regarding the PlacementsCompany, including, without limitation limitation, any Due Diligence Expenses that are Company Expenses (which shall not be covered by the non-accountable Expense Allowance) and/or consultants retained by the Placement Agent’s mailing, printing, copying, telephone, travel, background searches, Agent to conduct due diligence investigations, legal and consulting fees or other similar expenses (the “Placement Agent expenses”), subject to Section 3(d)diligence. If the Company or Newco decides proposed Offering is not to proceed with the Placements for any reason (other than (a) the failure to receive subscriptions for at least $500,000 in gross proceeds in the PPO or (b) the material breach of the Placement Agent’s representations, warranties or covenants in Section 5 of this Agreement) or if the Placement Agent decides not to proceed with the Placements completed because of a material breach by the Company of any covenants, representations or Newco of their representations, warranties, or covenants in this Agreement or as a result of material adverse changes in the affairs of the Company or Newcowarranties contained herein, the Company or Newco will be obligated shall pay to pay the Placement Agent liquidated damages of either $150,000 in cash (the method of payment to be at the sole discretion of the Placement Agent, as the case may be, a fee of five hundred thousand dollars ($500,000) and to reimburse the Placement Agent for the Placement Agent expenses as set forth above. The Placement Agent shall have no liability (in addition to the Company or Newco Expenses and Due Diligence Expenses for any reason should which the Placement Agent choose not to proceed with the Placements contemplated herebyCompany shall in all events remain liable).

Expenses of Offering. The Company and Newco shall be responsible for, and -------------------- shall bear all expenses directly incurred in connection with, the proposed Placements including, but not limited to, (i) legal fees of the Company’s and Newco’s 's counsel relating to the costs of preparing the Offering Documents and all amendments, supplements and exhibits thereto and preparing and delivering all Placement Agent and selling documents, Series A Stock Warrant and Warrant Preferred Share certificates; and (ii) blue sky fees, filing fees and the fees and disbursements of Placement Agent’s 's counsel in connection with blue sky matters (the “"Company and Newco Expenses”"). In addition, the Company or Newco shall reimburse the Placement Agent for all of its reasonable out-of-of- pocket expenses incurred in connection with the Placements, including, without limitation the Placement Agent’s 's mailing, printing, copying, telephone, travel, background searches, due diligence investigations, legal and consulting fees or other similar expenses (the “"Placement Agent expenses”), subject ") up to Section 3(d)$100,000. If the Company or Newco decides not to proceed with the Placements Offering for any reason (other than (a) the Placement Agent's failure to receive subscriptions for at least $500,000 in gross proceeds in close on the PPO or (b) Offering prior to the material breach of the Placement Agent’s representations, warranties or covenants in Section 5 of this AgreementPreferred Termination Date) or if the Placement Agent decides not to proceed with the Placements Offering because of a material breach by the Company or Newco of their its representations, warranties, or covenants in this Agreement or as a result of material adverse changes in the affairs of the Company or NewcoCompany, the Company or Newco will be obligated to pay the Placement Agent liquidated damages of either $150,000 in cash (the method of payment to be at the sole discretion of the Placement Agent) 300,000 and to reimburse the Placement Agent for the Placement Agent expenses as set forth above. The Placement Agent shall have no liability to the Company or Newco for any reason should the Placement Agent choose not to proceed with the Placements Offering contemplated hereby.

Expenses of Offering. (i) The Company and Newco shall be responsible for, and shall bear all expenses directly incurred in connection with, the proposed Placements Placement, including, but not limited to, (iA) legal fees of the Company’s and Newco’s 's counsel relating to the costs of preparing the Offering Documents and all amendments, supplements and exhibits thereto and preparing and delivering all Placement Agent and selling documents, Series A Stock Special Warrant, Share and Warrant certificates; and (iiB) blue sky fees, filing fees and the fees and disbursements of Placement Agent’s 's counsel in connection with blue sky matters (the “"Company Expenses"). The Company shall also be responsible for its own expenses incurred in connection with the Placement, including, without limitation, legal and Newco Expenses”)accounting fees and travel and lodging expenses in connection with the roadshow or other investor presentations, and shall also be responsible for all printing expenses for the Memorandum, executive overview and other supporting documents. In addition, the Company or Newco shall reimburse the Placement Agent for all of its reasonable out-of-pocket expenses incurred in connection with the PlacementsPlacement, including, without limitation the Placement Agent’s 's mailing, printing, copying, telephone, travel, background searches, due diligence investigations, legal and consulting fees or other similar expenses (the “"Placement Agent expenses”Expenses"), subject to Section 3(d). . (ii) If the Company or Newco decides not to proceed with the Placements Placement for any reason (other than (a) the failure inability to receive subscriptions for at least $500,000 in gross proceeds in the PPO obtain any required approval from any regulatory or (b) the material breach of the Placement Agent’s representations, warranties or covenants in Section 5 of this Agreementgovernmental authority after diligent efforts to obtain same) or if the Placement Agent decides not to proceed with the Placements Placement because of a material intentional breach by the Company or Newco of their its representations, warranties, or covenants in this Agreement or as a result of material adverse changes in the affairs of the Company or Newcoand, prior to January 24, 2002, the Company completes, in one or Newco more transactions, any debt or equity financing (including draw downs under lines of credit in existence on the date hereof), or merges with or otherwise acquires another company, in circumstances where such financing(s) or the value of such company(ies) exceeds an aggregate of US$5 million then the Company will be obligated to pay the Placement Agent liquidated damages a financial advisory and structuring fee of either $150,000 in cash (the method of payment to be at the sole discretion of the Placement Agent) 250,000 thereafter and to reimburse the Placement Agent for the Placement Agent expenses Expenses as set forth above. This fee shall be payable, at the Placement Agent's option, in either (A) cash or (B) subject to the receipt of regulatory approval, common shares of the Company at a price equal to the closing price of the Company's common shares on the TSE on the date the Company or the Placement Agent elects not to proceed with the Placement. The Placement Agent shall have no liability to the Company or Newco for any reason should the Placement Agent choose not to proceed terminate this Agreement in accordance with the Placements contemplated herebyits terms.