Common use of Exclusive Authorization Clause in Contracts

Exclusive Authorization. Subject to the terms and conditions of this Agreement, the Company hereby appoints ▇▇▇▇▇▇ to act on a best efforts basis as its exclusive agent during the Authorization Period (as hereinafter defined) for the investment banking services enumerated in 1, 2, 3 and 4 above (“Investment Banking Services”) in amounts and on terms and conditions satisfactory to the Company. ▇▇▇▇▇▇ hereby accepts this agency and agrees on the terms of this Agreement to use its best efforts during the Authorization Period in providing Investment Banking Services. The Company understands that ▇▇▇▇▇▇ shall not have any obligation hereunder to purchase any of the Equity Securities or to provide Debt Financing of any kind to the Company. In addition, the Company agrees that it will not hold Athena liable or responsible in the event that any transaction related to the provision of Investment Banking Services (“Transaction(s)”) is/are not consummated for any reason whatsoever, including, but not limited to, an adverse change in the financial or security markets, insufficient demand from potential purchasers of the Equity Securities (the “Investors”) for the Equity Securities or instruments similar to the Equity Securities, or a lack of interest by providers of Debt Financing (the “Lenders”) in a Transaction. During the Authorization Period, the Company shall be prohibited, except as provide in “Exhibit A - Carve Outs” from: (i) Directly or indirectly offering any of the Equity Securities (or instruments substantially similar to the Equity Securities) for sale to, or soliciting any offer to purchase any of the Equity Securities (or instruments substantially similar to the Equity Securities) from, or otherwise contacting, approaching or negotiating with respect thereto with, any person, (ii) Arrange for Debt Financing related to a Transaction, (iii) Enter into an agreement with another investment bank, consultant or other service provider to represent the Company in any merger or acquisition where the Company is either on the buy-side or the sell-side, (iv) Authorizing anyone other than ▇▇▇▇▇▇ to act on its behalf with respect to Investment Banking Services as defined above. The Company shall promptly refer to Athena all offers, inquiries and proposals relating to all Investment Banking Services at any time during the Authorization Period.

Exclusive Authorization. Subject to the terms and conditions of this Agreement, the Company hereby appoints ▇▇▇▇▇▇ Athena to act on a best efforts b▇▇▇ ▇▇forts basis as its exclusive agent (except as it relates to the co-management relationship discussed in paragraph 7 and the public sale of registered securities discussed in paragraph 8) during the Authorization Period (as hereinafter defined) for in all the Company's investment banking services enumerated in 1activities, 2, 3 and 4 above including the effort to privately place the Securities (“Investment Banking Services”the "Transaction") in amounts an amount and on terms and conditions satisfactory to the Company. ▇▇Athena hereby accept▇ ▇▇▇▇ hereby accepts this agency and agrees on the terms of this Agreement to use its best efforts during the Authorization Period in providing Investment Banking Servicesto arrange the sale of the Securities through such a private placement to potential investors (the "Investors"). The Company understands that ▇▇▇Athena shall not hav▇ ▇▇▇ shall not have any obligation hereunder to purchase any of the Equity Securities or to provide Debt Financing financing of any kind to the Company. In addition, the Company agrees that it will not hold Athena liable or responsible res▇▇▇▇▇▇le in the event that any transaction related to the provision of Investment Banking Services (“Transaction(s)”) is/are Transaction is not consummated for any reason whatsoever, including, but not limited to, an adverse change in the financial or security markets, insufficient demand from potential purchasers of the Equity Securities (the “Investors”) for the Equity Securities or instruments similar to the Equity Securities, or a lack of interest by providers of Debt Financing (Investors in the “Lenders”) in a Transaction. During the Authorization Period, the Company shall be prohibited, except as provide in “Exhibit A - Carve Outs” from: prohibited from (i) Directly directly or indirectly offering any of the Equity Securities (or instruments substantially similar to the Equity Securities) for sale to, or soliciting any offer to purchase any of the Equity Securities (or instruments substantially similar to the Equity Securities) from, or otherwise contacting, approaching or negotiating with respect thereto with, any person, , and (ii) Arrange for Debt Financing related to a Transaction, (iii) Enter into an agreement with another investment bank, consultant or other service provider to represent the Company in any merger or acquisition where the Company is either on the buy-side or the sell-side, (iv) Authorizing authorizing anyone other than Athena to act on its ▇▇▇▇▇▇ f to act on its behalf with respect place the Securities (or instruments substantially similar to Investment Banking Services as defined abovethe Securities). The Company shall promptly refer to Athena all offers, inquiries and proposals relating to all Investment Banking Services any placement of the Securities (or instruments substantially similar to the Securities) made to the Company at any time during the Authorization Period.