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

No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its 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 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 Midtown Partners & Co., LLC as placement agent in connection with the sale of the Securities (the “Agent”). Other than the 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. Neither None of the Company, nor any of its affiliates, nor 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 '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 Midtown Partners & Co., LLC SMH Capital and Clarion Finanz AG as placement agent agents (the "Agents") in connection with the sale of the Securities (the “Agent”)Securities. Other than the AgentAgents, 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. Neither the Company, nor any of its 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 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 Midtown Partners & Co., Co. LLC as placement agent (the “Placement Agent”) in connection with the sale of the Securities (the “Agent”)Securities. Other than the Placement 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. Neither the Company, nor any of its 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 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 Midtown Partners & Co., LLC as placement agent (the "Agent") in connection with the sale of the Securities (the “Agent”)Securities. Other than the 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. Neither the Company, nor any of its 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 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 Midtown Partners & Co.Xxxx Capital Partners, LLC as placement agent (the "Placement Agent") in connection with the sale of the Securities (the “Agent”)Securities. Other than the Placement 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. Neither None of the Company, nor any of its affiliatesSubsidiaries, any of their respective 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 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 attorneys’ fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Midtown Partners & Co., LLC the Agent as placement agent in connection with the sale of the Securities (the “Agent”)Securities. Other than the Agent, the fees and expenses of whom shall be borne by the Company, 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. Neither the Company, nor any of its 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 Securities. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than than, in each case, 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 Midtown Partners & Co., LLC Banc of America Securities as placement agent (the “Agent”) in connection with the sale of the Securities (the “Agent”)Securities. Other than the 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. Neither the Company, nor any of its 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 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 Midtown Partners & Co., LLC Xxxxx and Company as placement agent (the “Placement Agent”) in connection with the sale of the Securities (the “Agent”)Securities. Other than the Placement 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. Neither the Company, nor any of its 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 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 Midtown Partners & Co., Banc of America Securities LLC as placement agent (the “Agent”) in connection with the sale of the Securities (the “Agent”)Securities. Other than the 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. Neither the Company, nor any of its affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (including 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 Midtown Partners & Co., LLC Winchester Capital as placement agent (the “Agent”) in connection with the sale of the Securities (the “Agent”)Securities. Other than the 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. Neither the Company, nor any of its Subsidiaries or 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 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 Midtown Partners Xxxxxxx Xxxxx & Co., LLC Co. as placement agent (the “Agent”) in connection with the sale of the Securities (the “Agent”)Securities. Other than the 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. Neither the Company, nor any of its 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 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 Midtown Partners & Co., LLC Xxxxx and Company as placement agent (the "Placement Agent") in connection with the sale of the Securities (the “Agent”)Securities. Other than the Placement 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. Neither the Company, nor any of its 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 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, reasonable attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Midtown Partners & Co., Broadband Capital Management LLC as placement agent (together the "AGENT") in connection with the sale of the Securities (the “Agent”)Securities. Other than the 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. Neither the Company, nor any of its 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 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 Midtown Partners & Co., LLC Oberon Securities as placement agent (the "Agent") in connection with the sale of the Securities (the “Agent”)Securities. Other than the 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. Neither the Company, nor any of its Subsidiaries or 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 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 Midtown Rxxx Capital Partners & Co., LLC as placement agent (the “Agent”) in connection with the sale of the Securities (the “Agent”)Securities. Other than the 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. Neither the Company, nor any of its 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 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 Midtown Partners & Co.AIAS Group, LLC as placement agent (the "Agent") in connection with the sale of the Securities (the “Agent”)Securities. Other than the 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. Neither the Company, nor any of its Subsidiaries or 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 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 Midtown Partners & Co., LLC an investment bank of international standing and reputation as placement agent (the "Agent") in connection with the sale of the Securities (the “Agent”)Securities. Other than the 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. Neither the Company, nor any of its 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 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 Midtown Partners & Co.engaged, LLC Global Hunter Securities, LLC, as placement agent (the “Placement Agent”) in connection with the sale of the Securities (the “Agent”)Securities. Other than the Placement 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. Neither the Company, nor any of its 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 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 Midtown Partners & Co., LLC Xxxxxxx Securities as placement agent (the “Agent”) in connection with the sale of the Securities (Preferred Shares and the “Agent”)Warrants. Other than the Agent, 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. Neither the Company, nor any of its 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 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 Midtown Forte Capital Partners & Co., LLC as placement agent (the "Agent") in connection with the sale of the Securities (the “Agent”)Securities. Other than the AgentAgent or as set forth on Schedule 3(g), 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. Neither the Company, nor any of its Subsidiaries or 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 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 Midtown Partners & Co., LLC BMO Capital Markets Corp. as placement agent (the "Placement Agent") in connection with the sale of the Securities (the “Agent”)Securities. Other than the Placement 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. Neither the Company, nor any of its Subsidiaries or 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 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 Midtown Partners & Co.Lane Capital Markets, LLC as placement agent (the "Placement Agent") in connection with the sale of the Securities (the “Agent”)Securities. Other than the Placement 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. Neither the Company, nor any of its 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 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 Midtown Partners & Co.Source Capital Group, LLC Inc. as placement agent (the “Agent”) in connection with the sale of the Securities (the “Agent”)Securities. Other than the 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. Neither the Company, nor any of its 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 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 Midtown Partners & Co.Basis Financial, LLC LLC, as placement agent (the “Agent”), in connection with the sale of the Securities (the “Agent”)Securities. Other than the 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. Neither the Company, nor any of its 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 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 Midtown Partners Xxxxxx & Co.Xxxxxxx, LLC as placement agent (the “Agent”) in connection with the sale of the Securities (the “Agent”)Securities. Other than the 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. Neither the Company, nor any of its 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 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 Midtown Partners & Co., LLC as placement agent (the “Placement Agent”) in connection with the sale of the Securities (the “Agent”)Securities. Other than the Placement 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. Neither the Company, nor any of its Subsidiaries or 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 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 Midtown Partners & Co.America's Growth Capital, LLC as placement agent (the "Placement Agent") in connection with the sale of the Securities (the “Agent”)Securities. Other than the Placement 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. Neither the Company, nor any of its 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 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 Midtown Partners & Co., LLC Illington Capital as placement agent (the "Agent") in connection with the sale of the Securities (the “Agent”)Securities. Other than the 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. Neither the Company, nor any of its Subsidiaries or 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 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 Midtown Xxxx Capital Partners & Co.LLC, LLC as placement agent (the "Placement Agent") in connection with the sale of the Securities (the “Agent”)Securities. Other than the Placement 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. Neither the Company, nor any of its 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 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 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 Midtown Partners & Co.Ardour Capital Investments, LLC as placement agent (the “Agent”) in connection with the sale of the Securities (the “Agent”)Securities. Other than the 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. Neither the Company, nor any of its 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 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 Midtown Partners & Co., LLC First Albany Capital as placement agent in connection with the sale of the Securities (the “"Agent”"). Other than the 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. Neither the Company, nor any of its 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 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 Midtown Partners & Co., LLC UBS Investment Bank as placement agent (the “Agent”) in connection with the sale of the Securities (the “Agent”)Securities. Other than the 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. Neither the Company, nor any of its 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 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 Midtown Partners & Co., LLC Xxxx Xxxxx Financial Inc. as placement agent (the "AGENT") in connection with the sale of the Securities (the “Agent”)Securities. Other than the 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. Neither the Company, nor any of its Subsidiaries or 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 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 Midtown Partners & Co., LLC an investment bank of international standing and reputation as placement agent (the “Agent”) in connection with the sale of the Securities (the “Agent”)Securities. Other than the 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. Neither the Company, nor any of its Subsidiaries or 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 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 Midtown Partners & Co., LLC Banc of America Securities as placement agent (collectively, the “Agent”) in connection with the sale of the Securities (the “Agent”)Securities. Other than the 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. Neither the Company, nor any of its 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 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 Midtown Partners & Co.Olympus Securities, LLC as placement agent (the "Agent") in connection with the sale of the Securities (the “Agent”)Securities. Other than the 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. Neither the Company, nor any of its 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 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 Midtown Partners & Co., LLC Rothschild Inc. as placement agent (the “Agent”) in connection with the sale of the Securities (the “Agent”)Securities. Other than the 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. Neither the Company, nor any of its 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 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 Midtown Xxxxxx Xxxxxx Partners & Co., LLC as placement agent (the “Agent”) in connection with the sale of the Securities (the “Agent”)Securities. Other than the 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. Neither the Company, nor any of its affiliates, 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 D) in connection with the offer or sale of the SecuritiesShares. 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 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, reasonable attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged Midtown Partners & Co.C.X. Xxxxxxxxx, LLC Towbin as placement agent (together the "Agent") in connection with the sale of the Securities (the “Agent”)Shares. Other than the Agent, the Company has not engaged any placement agent or other agent in connection with the sale of the SecuritiesShares.

No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its 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 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 Midtown Partners & Co., LLC Illington Capital Inc. as placement agent (the “Agent”) in connection with the sale of the Securities (the “Agent”)Securities. Other than the Agent, the Company has not engaged any placement agent or other agent in connection with the sale of the Securities.