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

No General Solicitation; Placement Agent’s Fees. None of the Company, any of its affiliates, or 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 Securities. 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 any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Rxxxxx & Rxxxxxx, LLC as placement agent (the “Agent”) in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the Closing. Other than the Agent and Bxxxxx, the Company has not engaged any placement agent or other agent in connection with the sale of the Securities.

No General Solicitation; Placement Agent’s Fees. None Neither the Company or any of the Company, Subsidiaries or any of its affiliatestheir Affiliates, or 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 SecuritiesShares. 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 any Buyer or its investment advisorthe Buyers) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold 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 such claim. The Company acknowledges that it has fee claimed by any placement agent, financial advisor or broker claiming to have been engaged Rxxxxx & Rxxxxxxby, LLC as placement agent (or to otherwise have been acting on the “Agent”) Company’s behalf, in connection with the sale transactions contemplated hereby. Neither the Company nor any of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the Closing. Other than the Agent and Bxxxxx, the Company Subsidiaries has not engaged any placement agent or other similar agent in connection with the sale of the SecuritiesShares.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, nor any of its affiliates, or 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 Securities. 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 any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Rxxxxx Xxxxxxxxxx & RxxxxxxCo., LLC LLC, as placement agent (the “Agent”"PLACEMENT AGENT") in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the Closing. Other than the Agent and BxxxxxPlacement Agent, the Company has not engaged any placement agent or other agent in connection with the sale of the Securities.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, nor any of its affiliates, or 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 Securities. 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 any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Rxxxxx & RxxxxxxXxxx Capital Partners, LLC as placement agent (the “"Placement Agent”") in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the Closing. Other than the Agent and BxxxxxPlacement Agent, the Company has not engaged any placement agent or other agent in connection with the sale of the Securities.

No General Solicitation; Placement Agent’s Fees. None of the Company, Parent, nor any of its their affiliates, or 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 Securities. The Company Parent 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 any Buyer the Buyers or its their investment advisoradvisors) relating to or arising out of the transactions contemplated hereby. The Company Parent shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges and Parent acknowledge that it has they have engaged Rxxxxx X. X. Xxxxxx & Rxxxxxx, LLC Company as placement agent (the “Agent”) in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the Closing. Other than the Agent and BxxxxxAgent, neither the Company nor Parent has not engaged any placement agent or other agent in connection with the sale of the Securities.

No General Solicitation; Placement Agent’s Fees. None of the Company, Parent, nor any of its their affiliates, or 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 Securities. The Company Parent 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 any Buyer the Buyers or its their investment advisoradvisors) relating to or arising out of the transactions contemplated hereby. The Company Parent shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges and Parent acknowledge that it has they have engaged Rxxxxx & RxxxxxxXxxxxxxx Capital, LLC Inc. as placement agent (the “Agent”) in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the Closing. Other than the Agent and BxxxxxAgent, neither the Company nor Parent has not engaged any placement agent or other agent in connection with the sale of the Securities.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, the Bank nor any of its affiliatesAffiliates, or 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 SecuritiesCommon Stock 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 any Buyer Purchaser or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer Purchaser harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Rxxxxx Xxxxx, Xxxxxxxx & RxxxxxxXxxxx, LLC Inc. as placement agent (the “Agent”) in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the ClosingCommon Stock Shares. Other than the Agent and BxxxxxAgent, neither the Company nor the Bank has not engaged any placement agent or other agent in connection with the sale of the SecuritiesCommon Stock Shares.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, the Bank nor any of its affiliatesAffiliates, or 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 SecuritiesSeries B 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 any Buyer Purchaser or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer Purchaser harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Rxxxxx Xxxxx, Xxxxxxxx & RxxxxxxXxxxx, LLC Inc. as placement agent (the “Agent”) in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the ClosingSeries B Shares. Other than the Agent and BxxxxxAgent, neither the Company nor the Bank has not engaged any placement agent or other agent in connection with the sale of the SecuritiesSeries B Shares.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, nor any of its affiliates, or 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 Securities. 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 any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Rxxxxx Midtown Partners & Rxxxxxx, Co. LLC as placement agent (the “Placement Agent”) in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the Closing. Other than the Agent and BxxxxxPlacement Agent, the Company has not engaged any placement agent or other agent in connection with the sale of the Securities.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, nor any of its affiliatesAffiliates, or 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 Securities. 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 any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Rxxxxx & Rxxxxxxeach of GunnAllen Financial, Inc., Xxx Del Presto, Ehrenkrantz King Xxxxxxxx, Inc. and Xxxx Business Development, LLC as placement agent agents (the “Agent”"Placement Agents") in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the Closing. Other than the Agent and BxxxxxPlacement Agents, the Company has not engaged any placement agent or other agent in connection with the sale of the Securities.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, nor any of its Subsidiaries or affiliates, or 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 Securities. 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 any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Rxxxxx Banc of America Securities and Xxxxx & RxxxxxxXxxxxx, LLC Inc. as placement agent (collectively, the “Agent”) in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the Closing. Other than the Agent and BxxxxxAgent, neither the Company nor any of its Subsidiaries has not engaged any placement agent or other agent in connection with the sale of the Securities.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, nor any of its Subsidiaries or affiliates, or 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 Securities. 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 any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any claim for such claimfees and commissions. The Company acknowledges that it has engaged Rxxxxx & RxxxxxxXxxx Capital Partners, LLC and Xxxxx-Xxxxxx Capital Partners LLC as placement agent agents (the “AgentPlacement Agents”) in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the Closing. Other than the Agent and BxxxxxPlacement Agents, the Company has not engaged any placement agent or other agent in connection with the sale of the Securities.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, nor any of its Subsidiaries or affiliates, or 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 Securities. 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 any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Rxxxxx & RxxxxxxXxxxxxx Research, LLC Inc. as exclusive placement agent (the “Placement Agent”) in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the Closing. Other than the Agent and BxxxxxPlacement Agent, neither the Company nor any of its Subsidiaries has not engaged any placement agent or other agent in connection with the sale of the Securities. The Company shall pay all stamp, transaction, and other taxes, fees or duties, if any, to which this Agreement and the Transaction Documents may be subject.

No General Solicitation; Placement Agent’s Fees. None of the Company, Parent, nor any of its their affiliates, or 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 Securities. The Company Parent 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 any the Buyer or its investment advisoradvisors) relating to or arising out of the transactions contemplated hereby. The Company Parent shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s attorneys’ fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges and Parent acknowledge that it has they have engaged Rxxxxx & Rxxxxxx, LLC SMH Capital Inc. (formerly Sxxxxxx Mxxxxx Xxxxxx Inc.) as placement agent (the “Agent”) in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”, the fees for which are set forth on Schedule 3(g) contemporaneously with the Closingattached hereto. Other than the Agent and BxxxxxAgent, neither the Company nor Parent has not engaged any placement agent or other agent in connection with the sale of the Securities.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, nor any of its Subsidiaries or affiliates, or 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 SecuritiesCommon 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 any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Rxxxxx Xxxxx & RxxxxxxXxxxxx, LLC Inc., X.X Xxxxxx & Company and Ladenburg Xxxxxxxx & Co., Inc. as placement agent agents (collectively, the “Agent”) in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the ClosingCommon Shares. Other than the Agent and BxxxxxAgent, neither the Company nor any of its Subsidiaries has not engaged any placement agent or other agent in connection with the sale of the SecuritiesCommon Shares.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, nor any of its Subsidiaries or affiliates, or 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 Securities. 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 any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Rxxxxx Xxxxxx & RxxxxxxXxxxxxx, LLC as placement agent (the “"Agent”") in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the Closing. Other than the Agent and BxxxxxAgent, neither the Company nor any of its Subsidiaries has not engaged any placement agent or other agent in connection with the sale of the Securities.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, nor any of its Subsidiaries or affiliates, or 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 Securities. 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 any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Rxxxxx & RxxxxxxXxxx Capital Partners LLC, LLC as placement agent (the “"Placement Agent”") in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the Closing. Other than the Agent and BxxxxxPlacement Agent, neither the Company nor any of its Subsidiaries has not engaged any placement agent or other agent in connection with the sale of the Securities.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, nor any of its affiliates, or nor any Person person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation DD of the Securities Act) in connection with the offer or sale of the Securities. 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 any Buyer Lender or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer Lender harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Rxxxxx Xxxxxx & RxxxxxxXxxxxxx, LLC as placement agent (the “Agent”) in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the Closing. Other than the Agent and BxxxxxAgent, the Company has not engaged any placement agent or other agent in connection with the sale of the Securities.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, nor any of its Subsidiaries or affiliates, or 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 Securities. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, fees or brokers’ commissions (other than for persons Persons engaged by any Buyer or its such Buyer’s investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Rxxxxx & RxxxxxxXxxxxxx Research, LLC Inc. as placement agent (the “Agent”) exclusive Placement Agent in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the Closing. Other than the Agent and BxxxxxPlacement Agent, neither the Company has not engaged nor any of its Subsidiaries is obligated to pay any placement agent or other agent in connection with the sale of the Securities. The Company shall pay all stamp, transaction, and other taxes, fees or duties, if any, to which the Transaction Documents, the issuance of the Notes or the issuance of the Conversion Shares may be subject.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, nor any of its affiliatesAffiliates, or nor any Person person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation DD of the Securities Act) in connection with the offer or sale of the Securities. 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 any Buyer Purchaser or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer Purchaser harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Rxxxxx Xxxxxx & RxxxxxxXxxxxxx, LLC as placement agent (the “Agent”) in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the Closing. Other than the Agent and BxxxxxAgent, the Company has not engaged any placement agent or other agent in connection with the sale of the Securities.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, nor any of its Subsidiaries or affiliates, or 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 Securities. 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 any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Rxxxxx & RxxxxxxXxxxxxx Research, LLC Inc. as exclusive placement agent (the “Placement Agent”) in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the Closing. Other than the Agent and BxxxxxPlacement Agent, neither the Company nor any of its Subsidiaries has not engaged any placement agent or other agent in connection with the sale of the Securities. The Company shall pay all stamp, transaction, and other taxes, fees or duties, if any, to which this Agreement and the Transaction Documents may be subject.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, nor any of its affiliates, or 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 Securities. 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 any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Rxxxxx Trudeau & Rxxxxxx, LLC Trudeau Associates Inc. as placement agent (the “Agent”"Agexx") in connection xn xxxxxxxion with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the Closing. Other than the Agent and BxxxxxAgent, the Company has not engaged any placement agent or other agent in connection with the sale of the Securities.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, nor any of its Subsidiaries or affiliates, or 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 Securities. 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 any the Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each the Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Rxxxxx Xxxxxxx Xxxxx & Rxxxxxx, LLC Co. as placement agent (the “Agent”) in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the Closing. Other than the Agent and BxxxxxAgent, neither the Company nor any of its Subsidiaries has not engaged any placement agent or other agent in connection with the sale of the Securities.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, ------------------------------------------------- nor any of its affiliates, or 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 Securities. 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 any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Rxxxxx & RxxxxxxNew York Global Securities, LLC Inc. as placement agent (the “Agent”"AGENT") in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the Closing. Other than the Agent and BxxxxxAgent, the Company has not engaged any placement agent or other agent in connection with the sale of the Securities.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, any of its affiliatesAffiliates, or 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 Securities. The Company shall be responsible for the payment of any placement agent’s fees’s, financial advisory fees, or brokers’ commissions fees (other than for persons engaged by any Buyer Investor or its investment advisor) relating to or arising out of the transactions contemplated herebyissuance of the Securities pursuant to this Agreement. The Company shall pay, and hold each Buyer Investor harmless against, any liability, loss or expense (including, without limitation, reasonable attorney’s fees and out-of-pocket expenses) arising in connection with any such claimclaim for fees arising out of the issuance of the Securities pursuant to this Agreement. The Company acknowledges that it uBid has engaged Rxxxxx XX Xxxxx & RxxxxxxCo., LLC as the lead placement agent and Think Equity Partners LLC as a co-agent (the “AgentPlacement Agents”) in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with Securities by the ClosingCompany. Other than the Agent and BxxxxxPlacement Agents, neither the Company nor uBid has not engaged any placement agent or other agent in connection with the sale of the Securities.

No General Solicitation; Placement Agent’s Fees. None of the Company, the Guarantors, any of its affiliates, or their respective affiliates and 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 Securities. 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 any Buyer or its investment advisorBuyer) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable and documented attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Rxxxxx XX Xxxxxx Securities, Inc., Xxxxxx Xxxxxxx & RxxxxxxCo. Incorporated and Xxxxxxx Lynch, LLC Pierce, Xxxxxx & Xxxxx Inc. as placement agent agents (each an "AGENT" and, collectively, the “Agent”"AGENTS") in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with Notes and the ClosingWarrants. Other than the Agent and BxxxxxAgents, the Company has not engaged any placement agent or other agent in connection with the sale of the Securities.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, nor any of its Subsidiaries or affiliates, or 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 Securities. 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 any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Rxxxxx Lazard Freres & RxxxxxxCo. LLC, LLC BMO Capital Markets and Scotia Capital Inc. as placement agent agents (the “Agent”"Agents") in connection with the sale of the Securities. The Company will also pay a fee Securities (other than the issuance of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the ClosingExchanged Preferred Shares). Other than the Agent and BxxxxxAgents, the Company has not engaged any placement agent or other agent in connection with the sale of the Securities. No fees, commissions or other payments to any Person shall be made by the Company in connection with the exchange of the Buyer’s Existing Preferred Shares for the Exchanged Preferred Shares or the issuance of the Exchanged Preferred Shares.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, nor any of its Subsidiaries or affiliates, or 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 Securities. 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 any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Rxxxxx & Rxxxxxx, Txxxxx Wxxxxx Partners LLC and Canaccord Axxxx as placement agent agents (the “AgentPlacement Agents”) in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the Closing. Other than the Agent and BxxxxxPlacement Agents, the Company has not engaged any placement agent or other agent in connection with the sale of the Securities.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, nor any of its Subsidiaries or affiliates, or 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 Securities. 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 any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Rxxxxx & Rxxxxxx, LLC Banc of America Securities as placement agent (collectively, the “Agent”) in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the Closing. Other than the Agent and BxxxxxAgent, neither the Company nor any of its Subsidiaries has not engaged any placement agent or other agent in connection with the sale of the Securities.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, nor any of its affiliates, or 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 Securities. The Company shall be responsible for the payment of any placement agent’s 's fees, financial and strategic advisory fees, or brokers’ ' commissions (other than for persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Rxxxxx & RxxxxxxRoth Capital Partners, LLC as placement agent (the “Agent”"AGENT") in connection connexxxxn with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the Closing. Other than the Agent and BxxxxxAgent, the Company has not engaged any placement agent or other agent in connection with the sale of the Securities.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, nor any of its affiliates, or 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 Securities. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions commission (other than for persons engaged by any Buyer Investor or its investment advisor) relating to or arising out of the transactions contemplated herebyissuance of the Securities pursuant to this Agreement. The Company shall pay, and hold each Buyer Investor harmless against, any liability, loss or expense (including, without limitation, attorney’s reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any such claimclaim for fees arising out of the issuance of the Securities pursuant to this Agreement. The Company acknowledges that it has engaged Rxxxxx XX Xxxxx & RxxxxxxCo., LLC has been engaged as lead placement agent (the “Agent”) and that Xxxxxxxxxx & Co., LLC will serve as co-agent in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the Closing. Other than the Agent and Bxxxxx, the Company has not engaged any other placement agent or other agent in connection with the sale of the Securities.

No General Solicitation; Placement Agent’s Fees. None Neither the Company or any of the Company, Subsidiaries or any of its affiliatestheir Affiliates, or 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 SecuritiesShares. 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 any Buyer or its investment advisorthe Buyer) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each 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 such claim. The Company acknowledges that it has fee claimed by any placement agent, financial advisor or broker claiming to have been engaged Rxxxxx & Rxxxxxxby, LLC as placement agent (or to otherwise have been acting on the “Agent”) Company’s behalf, in connection with the sale transactions contemplated hereby. Neither the Company nor any of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the Closing. Other than the Agent and Bxxxxx, the Company Subsidiaries has not engaged any placement agent or other similar agent in connection with the sale of the Securities.Shares, other than Sandler X’Xxxxx & Partners, L.P.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, nor any of its affiliates, or 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 Securities. 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 any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Rxxxxx & Rxxxxxx, LLC Xxxxxxx Securities as placement agent (the “Agent”) in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with Preferred Shares and the ClosingWarrants. Other than the Agent and BxxxxxAgent, the Company has not engaged any placement agent or other agent in connection with the sale of the SecuritiesPreferred Shares, the AIR and the Warrants.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, nor any of its affiliates, or 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 Securities. 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 any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it is has engaged Rxxxxx X.X. Xxxxxxx & Rxxxxxx, LLC Sons’ as placement agent (the “Agent”) in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the ClosingNotes. Other than the Agent and BxxxxxAgent, the Company has not engaged any placement agent or other agent in connection with the sale of the SecuritiesNotes.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, nor any of its Subsidiaries or affiliates, or 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 Securities. 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 any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Rxxxxx & Rxxxxxx, LLC an investment bank of international standing and reputation as placement agent (the “Agent”) in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the Closing. Other than the Agent and BxxxxxAgent, neither the Company nor any of its Subsidiaries has not engaged any placement agent or other agent in connection with the sale of the Securities.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, nor any of its affiliates, or 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 Securities. 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 any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Rxxxxx Xxxxxx & RxxxxxxXxxxxxx, LLC as placement agent (the “Agent”) in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the Closing. Other than the Agent and BxxxxxAgent, the Company has not engaged any placement agent or other agent in connection with the sale of the Securities.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, nor any of its affiliates, or 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 Securities. 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 any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Rxxxxx & Rxxxxxx, LLC Sunrise Securities Corporation as placement agent (the “Agent”"AGENT") in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the ClosingPreferred Shares, Warrants and Additional Investment Rights. Other than the Agent and BxxxxxAgent, the Company has not engaged any placement agent or other agent in connection with the sale of the SecuritiesPreferred Shares, Warrants and Additional Investment Rights.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, nor any of its affiliatesAffiliates, or 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 Securities. 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 any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Rxxxxx Mxxxxxx Lxxxx & RxxxxxxCo., LLC Inc. as placement agent (the “Agent”) in connection with the sale of the Securities. The Company will also pay a fee of up to $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the Closing. Other than the Agent and BxxxxxAgent, the Company has not engaged any placement agent or other agent in connection with the sale of the Securities.

No General Solicitation; Placement Agent’s Fees. None of Neither the Company, nor any of its affiliates, or 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 Securities. 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 any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Rxxxxx & RxxxxxxOlympus Securities, LLC as placement agent (the “Agent”) in connection with the sale of the Securities. The Company will also pay a fee of up to , and such Agent’s fees shall be $810,000 to Exxxx Xxxxxx & Co. (“Bxxxxx”) contemporaneously with the Closing160,000. Other than the Agent and BxxxxxAgent, the Company has not engaged any placement agent or other agent in connection with the sale of the Securities.