Common use of Term; Exclusivity Clause in Contracts

Term; Exclusivity. This engagement will commence on the date hereof and terminate on the date on which the party receives written notice from the other party of termination of this engagement. During WestPark’s engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with WestPark, contact or solicit institutions, corporations or other entities as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a Transaction. Furthermore, the Company agrees that during WxxxXxxx’s engagement hereunder, all inquiries, whether direct or indirect, from prospective Investors will be referred to WestPark and will be deemed to have been contacted by WestPark in connection with the Transaction. Either party may terminate this Agreement at any time upon 30 days prior notice at which the Company shall pay to WestPark all fees earned and reimburse WestPark for all expenses incurred, in accordance with Paragraph 7 hereof, respectively. The Company agrees to pay WestPark the fees specified in Paragraph 7 during the time limitations specified herein. The Company agrees that this section 3 and the provisions relating to the payment of fees, reimbursement of expenses, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this letter agreement. Members FINRA & SIPC 1000 Xxxxxx xx xxx Xxxxx, Xxxxx 000 * Xxx Xxxxxxx, XX 00000* Tel (000) 000-0000 * Fax (000) 000-0000 * wxx.xxxxxxxxx.xxx Los Angeles * New York, NY * Boca Raton, FL

Term; Exclusivity. This engagement will commence on the date hereof and terminate on the earlier of (a) the date on which the party receives written notice from the other party of termination of this engagementengagement or (b) the date immediately following the closing of a Transaction contemplated hereunder. During WestPark’s engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with WestParkWestPark or with respect to Northbridge Financial, contact or solicit institutions, corporations corporations, individuals, or other entities as potential purchasers of the Securities in a Transaction, and (ii) the Company will not pursue any financing transaction which would be in lieu of a Transaction, other than with Northbridge Financial. Furthermore, the Company agrees that during WxxxXxxx’s engagement hereunder, all inquiries, whether direct or indirect, from prospective Investors with respect to a Transaction will be referred to WestPark and will be deemed to have been contacted by WestPark in connection with the TransactionTransaction other than with respect to Northbridge Financial. Either party may terminate this Agreement at any time upon 30 ten (10) days prior written notice at which the Company shall pay to WestPark all fees earned and reimburse WestPark for all expenses incurred, in accordance with Paragraph 7 hereof, respectively6. The Company agrees to pay WestPark the any fees specified in Paragraph 7 6 during the time limitations specified herein. The Company agrees that this section Paragraph 3 and the provisions relating to the payment of fees, reimbursement of expenses, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this letter agreementAgreement. Members FINRA & SIPC 1000 Xxxxxx xx xxx Xxxxx, Xxxxx 000 * Xxx Xxxxxxx, XX 00000* Tel (000) 000-0000 * Fax (000) 000-0000 * wxx.xxxxxxxxx.xxx Los Angeles * New York, NY * Boca Raton, FL

Term; Exclusivity. This engagement will commence on the date hereof and terminate on the earlier of (a) on the date on which the party receives written notice from the other party of termination of this engagementengagement or (b) the date immediately following the closing of a Transaction contemplated hereunder. During WestPark’s engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with WestPark, contact or solicit institutions, corporations corporations, individuals, or other entities as potential purchasers of the Securities in a Transaction and (ii) the Company will not pursue any financing transaction which would be in lieu of a Transaction. Furthermore, the Company agrees that during WxxxXxxx’s engagement hereunder, all inquiries, whether direct or indirect, from prospective Investors with respect to a Transaction will be referred to WestPark and will be deemed to have been contacted by WestPark in connection with the Transaction. Either party may terminate this Agreement at any time upon 30 ten (10) days prior written notice at which the Company shall pay to WestPark all fees earned and reimburse WestPark for all expenses incurred, in accordance with Paragraph 7 hereof, respectively6. The Company agrees to pay WestPark the any fees specified in Paragraph 7 6 during the time limitations specified herein. The Company agrees that this section Paragraph 3 and the provisions relating to the payment of fees, reimbursement of expenses, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this letter agreementAgreement. Members FINRA & SIPC 1000 Xxxxxx xx xxx Xxxxx, Xxxxx 000 * Xxx Xxxxxxx, XX 00000* Tel (000) 000-0000 * Fax (000) 000-0000 * wxx.xxxxxxxxx.xxx Los Angeles * New York, NY * Boca Raton, FL

Term; Exclusivity. This engagement will commence on the date hereof and terminate on the date on which the a party receives written notice from the other party of termination of this engagement. During WestParkSubject to the terms hereof, during DJS’s engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with WestParkDJS, contact or solicit institutions, corporations or other entities as potential purchasers of the Securities and (ii) the Company will not pursue any equity or debt financing transaction which would be in lieu of a Transaction. Furthermore, Notwithstanding the foregoing the Company agrees that during WxxxXxxx’s engagement hereundermay engage in, all inquiriesor continue discussions with, whether direct or indirectengage, from prospective Investors will be referred other investment bankers, advisors or other parties related to WestPark Strategic Transactions (as defined below) and will be deemed to have been contacted by WestPark in connection with the TransactionM&A related transactions. Either party may terminate this Agreement at any time upon 30 5 days prior notice at which the Company shall pay to WestPark DJS all fees earned and reimburse WestPark DJS for all expenses incurred, in accordance with Paragraph 7 hereof, respectively. The Company agrees to pay WestPark the DJS any fees specified in Paragraph 7 during the time limitations specified herein. The Company agrees that this section Paragraph 3 and the provisions relating to the payment of feesfees (Paragraph 7), reimbursement of expensesexpenses (Paragraph 7), indemnification and contributioncontribution (Paragraph 9), confidentialityconfidentiality (Paragraph 12), conflictsconflicts (Paragraph 16), independent contractor (Paragraph 15) and waiver of the right to trial by jury cost and attorney’s fees (Paragraph 18) will survive any termination of this letter agreementAgreement. Members FINRA & SIPC 1000 Xxxxxx xx xxx XxxxxDJS may retain other brokers, Xxxxx 000 * Xxx Xxxxxxxdealers, XX 00000* Tel (000) 000agents or underwriters on its behalf in connection with a Transaction. DJS may retain other brokers or dealers to act as sub-0000 * Fax (000) 000agents or selected-0000 * wxx.xxxxxxxxx.xxx Los Angeles * New York, NY * Boca Raton, FLdealers on its behalf in connection with such Transactions.