Common use of No General Solicitation; Placement Agent’s Fees Clause in Contracts

No General Solicitation; Placement Agent’s Fees. None of the Company or any of the Subsidiaries or any of their Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Shares. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by or on behalf of the Buyer or any of the Other Investors) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold the Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorney’s fees and out-of-pocket expenses) arising in connection with any fee claimed by any placement agent, financial advisor or broker claiming to have been engaged by the Company, or to otherwise have been acting on the Company’s behalf, in connection with the transactions contemplated hereby. Neither the Company nor any of the Subsidiaries has engaged any placement agent or other similar agent in connection with the sale of the Shares.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company or any of the Subsidiaries or any of their Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Shares. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by or on behalf of the Buyer or any of the Other InvestorsBuyer) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold the Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorney’s fees and out-of-pocket expenses) arising in connection with any fee claimed by any placement agent, financial advisor or broker claiming to have been engaged by the Companyby, or to otherwise have been acting on the Company’s behalf, in connection with the transactions contemplated hereby. Neither the Company nor any of the Subsidiaries has engaged any placement agent or other similar agent in connection with the sale of the Shares.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company or Company, nor any of the its Subsidiaries or any of their Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Purchased Shares. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by or on behalf of the Buyer or any of the Other InvestorsBuyer) relating to or arising out of the transactions transaction contemplated hereby. The Company shall pay, and hold the Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorney’s fees and out-of-pocket expenses) arising in connection with any fee claimed by any placement agent, financial advisor or broker claiming to have been engaged by the Companyby, or to otherwise have been acting on the Company’s behalf, in connection with the transactions transaction contemplated hereby. Neither the Company nor any of the its Subsidiaries has engaged any placement agent or other similar agent in connection with the sale of the Purchased Shares.

No General Solicitation; Placement Agent’s Fees. None of the Company or any of the Subsidiaries or any of their Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Shares. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by or on behalf of the Buyer Buyers or any of the Other Investors) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold the each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorney’s fees and out-of-pocket expenses) arising in connection with any fee claimed by any placement agent, financial advisor or broker claiming to have been engaged by the Company, or to otherwise have been acting on the Company’s behalf, in connection with the transactions contemplated hereby. Neither the Company nor any of the Subsidiaries has engaged any placement agent or other similar agent in connection with the sale of the Shares.

No General Solicitation; Placement Agent’s Fees. None of the Company or any of the Subsidiaries or any of their Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Shares. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by or on behalf of the Buyer or any of the Other Investors) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold the Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorney’s fees and out-of-pocket expenses) arising in connection with any fee claimed by any placement agent, financial advisor or broker claiming to have been engaged by the Company, or to otherwise have been acting on the Company’s behalf, in connection with the transactions contemplated hereby. Neither the Company nor any of the Subsidiaries has engaged any placement agent or other similar agent in connection with the sale of the Shares.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company or Company, -------------------------------------------------- nor any of the its Subsidiaries or any of their Affiliatesaffiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the SharesSecurities. The Company shall be responsible for the payment of any placement agent’s 's fees, financial advisory fees, or brokers’ ' commissions (other than for Persons persons engaged by or on behalf of the any Buyer or any of the Other Investorsits investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold the each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorney’s 's fees and out-of-pocket expenses) arising in connection with any fee claimed by any placement agentsuch claim. The Company acknowledges that it has engaged Gottbetter Capital Finance, financial advisor or broker claiming LLC to have been engaged by structure the Company, or to otherwise have been acting on the Company’s behalf, transaction in connection with the transactions contemplated hereby. Neither the Company nor any sale of the Subsidiaries Securities. The Company has not engaged any placement agent or other similar agent in connection with the sale of the SharesSecurities.

No General Solicitation; Placement Agent’s Fees. None of the Company or any of the Subsidiaries or any of their Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Shares. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by or on behalf of the Buyer or any of the Other Investors) Buyers relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold the each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorney’s fees and out-of-pocket expenses) arising in connection with any fee claimed by any placement agent, financial advisor or broker claiming to have been engaged by the Company, or to otherwise have been acting on the Company’s behalf, in connection with the transactions contemplated hereby. Neither the Company nor any of the Subsidiaries has engaged any placement agent or other similar agent in connection with the sale of the Shares.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company or Company, nor any of the Subsidiaries or any of their Affiliatesits affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the SharesSecurities. The Except as set forth on Schedule 3(g) and except for the payment of expenses of Castlerigg Master Investments Ltd. to be reimbursed pursuant to Section 4(g), the Company shall not pay any placement agent's fees, financial advisory fees, or brokers' commissions relating to or arising out of the transactions contemplated hereby. Notwithstanding the foregoing, the Company shall be responsible for the payment of any placement agent’s 's fees, financial advisory fees, or brokers’ ' commissions (other than for Persons engaged by or on behalf of the any Buyer or any of the Other Investorsits investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold the each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorney’s 's fees and out-of-pocket expenses) arising in connection with any fee claimed by any placement agent, financial advisor or broker claiming to have been engaged by the Company, or to otherwise have been acting on the Company’s behalf, in connection with the transactions contemplated hereby. Neither the Company nor any of the Subsidiaries has engaged any placement agent or other similar agent in connection with the sale of the Sharessuch claim.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company or Company, nor any of the its Subsidiaries or any of their Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Purchased Shares. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by or on behalf of the Buyer or any of the Other InvestorsBuyer) relating to or arising out of the transactions transaction contemplated hereby. The Company shall pay, and hold the Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorney’s fees and out-of-pocket expenses) arising in connection with any fee claimed by any placement agent, financial advisor or broker claiming to have been engaged by the Companyby, or to otherwise have been acting on the Company’s behalf, in connection with the transactions transaction contemplated hereby. Neither the Company nor any of the its Subsidiaries has engaged any placement agent or other similar agent in connection with the sale of the Purchased Shares., other than Sandler X’Xxxxx & Partners, L.P.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company or Company, nor any of the its Subsidiaries or any of their Affiliatesaffiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Preferred Shares. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by or on behalf of the any Buyer or any of the Other Investorsits investment advisor) relating to or arising out of the transactions contemplated hereby, in connection with the sale of the Preferred Shares. The Company shall pay, and hold the each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorney’s fees and out-of-pocket expenses) arising in connection with any fee claimed by any placement agentsuch claim. Except as set forth on Schedule 3(g), financial advisor or broker claiming to have been engaged by the Company, or to otherwise have been acting on the Company’s behalf, in connection with the transactions contemplated hereby. Neither neither the Company nor any of the its Subsidiaries has engaged any placement agent or other similar agent in connection with the offer or sale of the Preferred Shares.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company or Company, nor any of the its Subsidiaries or any of their Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Purchased Shares. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by or on behalf of the Buyer or any of the Other InvestorsBuyers) relating to or arising out of the transactions transaction contemplated hereby. The Company shall pay, and hold the each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorney’s fees and out-of-pocket expenses) arising in connection with any fee claimed by any placement agent, financial advisor or broker claiming to have been engaged by the Companyby, or to otherwise have been acting on the Company’s behalf, in connection with the transactions transaction contemplated hereby. Neither the Company nor any of the its Subsidiaries has engaged any placement agent or other similar agent in connection with the sale of the Purchased Shares.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company or Company, nor any of the Subsidiaries or any of their Affiliatesits affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the SharesSecurities. The Except as set forth on Schedule 3(g) and except for the payment of expenses of Castlerigg Master Investments Ltd. to be reimbursed pursuant to Section 4(g), the Company shall not pay any placement agent’s fees, financial advisory fees, or brokers’ commissions relating to or arising out of the transactions contemplated hereby. Notwithstanding the foregoing, the Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by or on behalf of the any Buyer or any of the Other Investorsits investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold the each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorney’s fees and out-of-pocket expenses) arising in connection with any fee claimed by any placement agent, financial advisor or broker claiming to have been engaged by the Company, or to otherwise have been acting on the Company’s behalf, in connection with the transactions contemplated hereby. Neither the Company nor any of the Subsidiaries has engaged any placement agent or other similar agent in connection with the sale of the Sharessuch claim.