Common use of REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES Clause in Contracts

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Sections 9, (b) the Company shall fail to tender the Stock for delivery to the Purchasers for any reason not permitted under this Agreement or the Subscription Agreements, (c) the Purchasers shall decline to purchase the Stock for any reason permitted under this Agreement or the Subscription Agreements or (d) the sale of the Stock is not consummated because any condition to the obligations of the Placement Agents or the Purchasers set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6, the Company shall reimburse the Placement Agents for the fees and expenses of Placement Agents’ counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by it in connection with this Agreement and the proposed purchase of the Stock, including, without limitation, travel and lodging expenses of the Placement Agents, and upon demand the Company shall pay the full amount thereof to the Representative; provided that in no event shall the Company be obligated to reimburse the Underwriters pursuant to clauses (a), (c) or (d) in an amount in excess of $25,000 in the aggregate.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Sections Section 9, (b) the Company shall fail to tender the Stock Shares and Warrants for delivery to the Purchasers Investors for any reason not permitted under this Agreement or the Subscription AgreementsAgreement, (c) the Purchasers Investors shall decline to purchase the Stock Securities for any reason permitted under this Agreement or the Subscription Agreements Securities Purchase Agreement or (d) the sale of the Stock Securities is not consummated because any condition to the obligations of the Placement Agents or the Purchasers Investors set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6, the Company shall reimburse the Placement Agents for the fees and expenses of Placement Agents’ counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by it them in connection with this Agreement and the proposed purchase of the StockSecurities, including, without limitation, travel and lodging expenses of the Placement AgentsAgent, and upon demand the Company shall pay the full amount thereof to the Representative; provided that in no event shall the Company be obligated to reimburse the Underwriters pursuant to clauses (a), (c) or (d) in an amount in excess of $25,000 in the aggregate.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Sections Section 9, (b) the Company shall fail to tender the Stock Shares and the Warrants for delivery to the Purchasers for any reason not permitted under this Agreement or the Subscription AgreementsAgreement, (c) the Purchasers shall decline to purchase the Stock Shares and the Warrants for any reason permitted under this Agreement or the Subscription Agreements or (d) the sale of the Stock Shares and the Warrants is not consummated because any condition to the obligations of the Placement Agents Purchasers or the Purchasers Placement Agent set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereofhereof then, then in addition subject to the payment of amounts in accordance with Section 6limitations set forth below, the Company shall reimburse the Placement Agents Agent for the reasonable and accountable fees and expenses of the Placement Agents’ Agent’s counsel (to the extent documented), and for such other out-of-pocket expenses as shall have been reasonably incurred by it the Placement Agent in connection with this Agreement and the proposed purchase of the Stock, including, without limitation, travel Shares and lodging expenses the Warrants (to the extent documented by reasonably itemized invoices therefor) up to an aggregate of the Placement Agents$65,000, and upon demand the Company shall pay the full amount thereof to the Representative; provided that in no event shall the Company be obligated to reimburse the Underwriters pursuant to clauses (a), (c) or (d) in an amount in excess of $25,000 in the aggregatePlacement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Sections Section 9, (b) the Company shall fail to tender the Stock and Warrants for delivery to the Purchasers for any reason not permitted under this Agreement or the Subscription Agreements, (c) the Purchasers shall decline to purchase the Stock and Warrants for any reason permitted under this Agreement or the Subscription Agreements or (d) the sale of the Stock and Warrants is not consummated because any condition to the obligations of the Placement Agents or the Purchasers set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6, the Company shall reimburse the Placement Agents for the fees and expenses of Placement Agents’ counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by it them in connection with this Agreement and the proposed purchase of the StockStock and Warrants, including, without limitation, travel and lodging expenses of the Placement Agents, without giving effect to any limitations thereon contained in Section 6(i), and upon demand the Company shall pay the full amount thereof borne by each of the Placement Agents to such Placement Agent. Notwithstanding the Representative; provided that foregoing, if any of the conditions precedent set forth in no event shall the Company be obligated to reimburse the Underwriters pursuant to clauses (aSections 7(k), (cm) or (dn) shall fail to be satisfied, the Company’s reimbursement obligations to the Placement Agents shall be limited to the respective amounts as set forth in an amount in excess of $25,000 in the aggregateSection 6(i).

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Sections Section 9, (b) the Company shall fail to tender the Stock Units for delivery to the Purchasers for any reason not permitted under this Agreement or the Subscription AgreementsAgreement, (c) the Purchasers shall decline to purchase the Stock Units for any reason permitted under this Agreement or the Subscription Agreements or (d) the sale of the Stock Units is not consummated because any condition to the obligations of the Placement Agents Purchasers or the Purchasers Placement Agent set forth herein is not satisfied (other than a condition solely within the control of the Placement Agent) or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6, the Company shall reimburse the Placement Agents Agent for the fees and expenses of the Placement Agents’ Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by it them in connection with this Agreement and the proposed purchase of the StockUnits, including, without limitationlimitations, travel and lodging expenses of the Placement AgentsAgent, and upon demand the Company shall pay the full amount thereof to the Representative; provided that in no event shall the Company be obligated to reimburse the Underwriters pursuant to clauses (a), (c) or (d) in an amount in excess of $25,000 in the aggregatePlacement Agent.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Sections Section 9, (b) the Company shall fail to tender the Stock and Warrants for delivery to the Purchasers for any reason not permitted under this Agreement or the Subscription Agreements, (c) the Purchasers shall decline to purchase the Stock and Warrants for any reason permitted under this Agreement or the Subscription Agreements or (d) the sale of the Stock and Warrants is not consummated because any condition to the obligations of the Placement Agents Agent or the Purchasers set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6, the Company shall reimburse the Placement Agents Agent for the fees and expenses of Placement Agents’ Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by it in connection with this Agreement and the proposed purchase of the StockStock and Warrants, including, without limitation, travel and lodging expenses of the Placement AgentsAgent, without giving effect to any limitations thereon contained in Section 6(i), and upon demand the Company shall pay the full amount thereof borne by the Placement Agent to the Representative; provided that Placement Agent. Notwithstanding the foregoing, if any of the conditions precedent set forth in no event shall the Company be obligated to reimburse the Underwriters pursuant to clauses (aSections 7(k), (cm) or (dn) shall fail to be satisfied, the Company’s reimbursement obligations to the Placement Agent shall be limited to the amount as set forth in an amount in excess of $25,000 in the aggregateSection 6(i).

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Sections Section 9, (b) the Company shall fail to tender the Stock Units for delivery to the Purchasers for any reason not permitted under this Agreement or the Subscription Agreements, (c) the Purchasers shall decline to purchase the Stock Units for any reason permitted under this Agreement or the Subscription Agreements or (d) the sale of the Stock Units is not consummated because any condition to the obligations of the Placement Agents or the Purchasers set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6, the Company shall reimburse the Placement Agents for the reasonable fees and expenses of Placement Agents’ counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by it in connection with this Agreement and the proposed purchase of the StockUnits, including, without limitation, reasonable travel and lodging expenses of the Placement Agents, and upon demand the Company shall pay the full amount thereof to the Representative; provided that Representative in no event shall full satisfaction of all payments due to the Company be obligated to reimburse the Underwriters pursuant to clauses (a), (c) or (d) in an amount in excess of $25,000 in the aggregatePayment Agents under this Section 10.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Sections Section 9, (b) the Company and the Selling Shareholders shall fail to tender the Stock for delivery to the Purchasers Investors for any reason not permitted under this Agreement (provided a reasonable cure period of no more than two Business Days is permitted during which transfer agent or transmittal delays with respect to the Selling Shareholder Stock shall be permitted if outside the reasonable control of the Company or the Subscription AgreementsSelling Shareholders), (c) the Purchasers Investors shall decline to purchase the Stock for any reason permitted under this Agreement or the Subscription Agreements or (d) the sale of the Stock is not consummated because any condition to the obligations of the Investors or the Placement Agents or the Purchasers set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company or any Selling Shareholder to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then then, in addition to the payment of any amounts in accordance with Section 6, the Company and each Selling Shareholder shall reimburse the Placement Agents for the reasonable fees and expenses of the Placement Agents’ counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by it them in connection with this Agreement and the proposed purchase of the Stock, including, without limitation, travel and lodging expenses of the Placement Agents, and upon demand the Company and the Selling Shareholders shall pay the full amount thereof to the Representative; provided that in no event shall the Company be obligated to reimburse the Underwriters pursuant to clauses (a), (c) or (d) in an amount in excess of $25,000 in the aggregatePlacement Agents.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Sections Section 9, (b) the Company shall fail to tender the Stock for delivery to the Purchasers for any reason not permitted under this Agreement or the Subscription Securities Purchase Agreements, (c) the Purchasers shall decline to purchase the Stock for any reason permitted under this Agreement or the Subscription Securities Purchase Agreements or (d) the sale of the Stock is not consummated because any condition to the obligations of the Placement Agents Agent or the Purchasers set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6, the Company shall reimburse the Placement Agents Agent for the fees and expenses of Placement Agents’ Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by it in connection with this Agreement and the proposed purchase of the Stock, including, without limitation, travel and lodging expenses of the Placement Agents, Stock and upon demand the Company shall pay the full amount thereof to the RepresentativePlacement Agent; provided that in no event shall the Company be obligated to reimburse the Underwriters Placement Agent pursuant to clauses (a), (c) or (d) in an amount in excess of $25,000 in the aggregate.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Sections 9Section 12, (b) the Company shall fail to tender the Stock Units for delivery to the Purchasers for any reason not permitted under this Agreement or the Subscription Agreements, (c) the Purchasers shall decline to purchase the Stock Units for any reason permitted under this Agreement or the Subscription Agreements or (d) the sale of the Stock Units is not consummated because any condition to the obligations of the Placement Agents Agent or the Purchasers set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 69, the Company shall reimburse the Placement Agents Agent for the fees and expenses of Placement Agents’ Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by it in connection with this Agreement and the proposed purchase of the StockUnits, including, without limitation, travel and lodging expenses of the Placement AgentsAgent, and upon demand the Company shall pay the full amount thereof to the Representative; provided that in no event shall the Company be obligated to reimburse the Underwriters pursuant to clauses (a), (c) or (d) in an amount in excess of $25,000 in the aggregateCowen.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Sections 9Section 8, (b) the Company shall fail to tender the Stock Units for delivery to the Purchasers for any reason not permitted under this Agreement or the Subscription AgreementsSecurities Purchase Agreement, (c) the Purchasers shall decline to purchase the Stock Units for any reason permitted under this Agreement or the Subscription Agreements Securities Purchase Agreement or (d) the sale of any of the Stock Units is not consummated because any condition to the obligations of the Placement Agents or the Purchasers set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereofhereof or in the Securities Purchase Agreement (other than any failure of the Second Closing to occur that is solely attributable to the inability of the Company get any stockholder approval required as a condition to consummate the Second Closing, then notwithstanding the Company’s exercise of its best efforts to obtain the same), then, in addition to the payment of amounts out-of-pocket expenses in accordance with Section 65, the Company shall reimburse the Placement Agents for the fees and expenses of the Placement Agents’ counsel and for such other accountable out-of-pocket expenses as shall have been reasonably incurred by it them in connection with this Agreement and the proposed purchase sale of the Stock, including, without limitation, travel and lodging expenses of the Placement AgentsUnits, and upon demand the Company shall pay the full amount thereof to the Representative; provided that in no event shall Representative on behalf of the Company be obligated to reimburse the Underwriters pursuant to clauses (a), (c) or (d) in an amount in excess of $25,000 in the aggregatePlacement Agents.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Sections Section 9, (b) the Company shall fail to tender the Stock Units for delivery to the Purchasers for any reason not permitted under this Agreement or the Subscription AgreementsAgreement, (c) the Purchasers shall decline to purchase the Stock Units for any reason permitted under this Agreement or pursuant to their purchase obligations under the Subscription Agreements or (d) the sale of the Stock Units is not consummated (i) because any condition to the obligations of the Placement Agents Agent or the Purchasers set forth herein is not satisfied or (ii) because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6, the Company shall reimburse the Placement Agents Agent for the reasonable and documented fees and expenses of Placement Agents’ Agent’s counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by it the Placement Agent in connection with this Agreement and the proposed purchase of the StockUnits, including, without limitation, travel and lodging expenses of the Placement AgentsAgent, and upon demand the Company shall pay the full amount thereof to the RepresentativePlacement Agent; provided that in no event shall notwithstanding the foregoing, the Company shall not be obligated to reimburse pay any such fees, costs or expenses of the Underwriters pursuant to Placement Agent and/or its counsel in excess of $125,000 in the aggregate in the event of the circumstances set forth in clauses (a), (c) ), or (dd)(i) in an amount in excess of $25,000 in the aggregateabove.

REIMBURSEMENT OF PLACEMENT AGENT’S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Sections Section 9, (b) the Company shall fail to tender the Stock Securities for delivery to the Purchasers for any reason not permitted under this Agreement or the Subscription Agreements, (c) the Purchasers shall decline to purchase the Stock for any reason permitted under this Agreement or the Subscription Securities Purchase Agreements or (dc) the sale of the Stock Securities is not consummated because any condition to the obligations of the Placement Agents Purchasers or the Purchasers Placement Agent set forth herein or in the Securities Purchase Agreements is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or in the Securities Purchase Agreements or to satisfy any condition or to comply with the provisions hereofhereof or thereof, then in addition to the payment of amounts Company shall reimburse the Placement Agent’s out-of-pocket expenses in accordance with Section 66 and, in addition, the Company shall reimburse the Placement Agents Agent for the reasonable fees and expenses of the Placement Agents’ Agent’s counsel and for such all other accountable out-of-pocket expenses as shall have been reasonably incurred by it them in connection with this Agreement and the proposed purchase of the Stock, including, without limitation, travel and lodging expenses of the Placement AgentsOffering, and promptly upon demand the Company shall pay the full amount thereof to the Representative; provided that in no event shall the Company be obligated to reimburse the Underwriters pursuant to clauses (a), (c) or (d) in an amount in excess of $25,000 in the aggregatePlacement Agent.