Common use of Expenses and Payments Clause in Contracts

Expenses and Payments. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company shall pay or cause to be paid (i) all costs and expenses incident to the performance of its obligations hereby contemplated, including without limitation (A) the costs incident to the authorization, issuance, sale, preparation and delivery of each of the Units, the Shares, the Warrants and the Warrant Shares and any taxes payable in that connection, (B) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof, (C) the costs of reproducing and distributing this Agreement (D) the fees and expenses of the Company’s counsel and independent accountants, (E) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Units under the laws of such jurisdictions as the Placement Agent may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Placement Agent), (F) the cost of preparing stock certificates, (G) the costs and charges of any transfer agent and any registrar, (H) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, (I) all expenses incurred by the Company in connection with any “road show” presentation to potential investors and (J) all expenses and application fees related to the listing of the Shares on the NASDAQ Global Market and the Toronto Stock Exchange and (ii) all reasonable out-of-pocket expenses incurred by the Placement Agent from time to time in connection with the offering contemplated by this Agreement, including (1) travel-related expenses (without regard to volume-based or similar credits or rebates the Placement Agent may receive from travel agents, airlines and other vendors on a periodic basis) and research, database and similar information charges paid to third party vendors and postage, telecommunication and duplicating expenses and (2) reasonable attorneys’ fees and related legal expenses incurred in connection with the negotiation and performance of the engagement letter between the Placement Agent and the Company, this Agreement, the Prospectus and the matters contemplated by the engagement letter and this Agreement; provided that the Company’s liability under this clause (2) shall not exceed $50,000. All amounts payable by the Company under this Paragraph 11 shall be paid within 30 days of the Company’s receipt of the underlying invoice. (b) The Placement Agent may terminate this Agreement if the Company fails or refuses to comply with any of the terms of this Agreement. Subject to the restrictions set forth in Section 6(a)(ii), if the Placement Agent terminates this Agreement because of the failure or refusal on the part of the Company to comply with the terms of this Agreement, the Company agrees to reimburse the Placement Agent for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Placement Agent in connection with this Agreement and the offering contemplated hereby.

Expenses and Payments. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated8.1 Subject to Clause 8.2, the Company shall agrees to pay or cause to be paid (i) all costs and expenses incident incurred or to the performance of its obligations hereby contemplated, including without limitation (A) the costs incident to the authorization, issuance, sale, preparation and delivery of each of the Units, the Shares, the Warrants and the Warrant Shares and any taxes payable in that connection, (B) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof, (C) the costs of reproducing and distributing this Agreement (D) the fees and expenses of the Company’s counsel and independent accountants, (E) the fees and expenses be incurred in connection with the registration or qualification issue and determination of eligibility for investment delivery of the Units under the laws of such jurisdictions as the Placement Agent may designate Bonds, and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees all costs and expenses of counsel for the Placement Agent), (F) the cost of preparing stock certificates, (G) the costs and charges of any transfer agent and any registrar, (H) all expenses and application fees incurred or to be incurred in connection with any filing with, the issue and clearance delivery of the offering by, the Financial Industry Regulatory Authority, (I) Conversion Shares and to bear all costs and expenses incurred by the Company or to be incurred in connection with any “road show” presentation to potential investors and (J) all expenses and application fees related to the listing of the Conversion Shares (including the application for such listing). 8.2 If the Purchaser fails to perform its obligations to purchase Bonds on the NASDAQ Global Market and Initial Closing Date when (i) the Toronto Stock Exchange Company has performed all its obligations contained in this Agreement; and (ii) all reasonable out-of-pocket expenses incurred conditions precedent to the purchase of Bonds contained in Clause 4 of this Agreement have been fulfilled or waived in writing by the Placement Agent from time to time in connection with Purchaser, then the offering contemplated by this Agreement, including (1) travel-related Purchaser shall bear the costs and expenses (without regard to volume-based or similar credits or rebates the Placement Agent may receive from travel agents, airlines "Purchaser's Costs and Expenses") of its own legal and other vendors on a periodic basis) and research, database and similar information charges paid to third party vendors and postage, telecommunication and duplicating expenses and (2) reasonable attorneys’ fees and related legal expenses professional advisers incurred in connection with the negotiation and performance negotiations in respect of the engagement letter between the Placement Agent and the Company, this AgreementFinance Documents, the Prospectus Bonds and the matters contemplated by the engagement letter and this Agreement; provided that the Company’s liability under this clause (2) shall not exceed $50,000related matters. All amounts payable by the Company under this Paragraph 11 shall be paid within 30 days of the Company’s receipt of the underlying invoice. (b) The Placement Agent may terminate this Agreement if the Company fails or refuses to comply with any of the terms of this Agreement. Subject to the restrictions set forth in Section 6(a)(ii), if the Placement Agent terminates this Agreement because of the failure or refusal on the part of the Company to comply with the terms of this AgreementIn all other cases, the Company agrees to reimburse pay the Placement Agent Purchaser's Costs and Expenses in accordance with the following provisions: (a) as provided in Clause 5.3(j) and, in connection with the First Closing, the Purchaser shall deduct the sum of US$250,000 from the consideration to be paid for all documented out-of-pocket the Bonds to be acquired on the Initial Closing Date; (b) the Purchaser shall use such sum so deducted to pay the Purchaser's Costs and Expenses for and as at each Closing and shall provide the Company with a written itemization of such costs and expenses within five Business Days of such Closing; (including c) if and to the fees extent the Purchaser's Costs and Expenses are less than the sum of US$250,000, the Purchaser shall remit such difference to the Company promptly following the provision by the Purchaser of the itemization specified in paragraph (b) above; and (d) the maximum amount of Purchaser's Costs and Expenses payable by the Company shall be US$250,000. 8.3 The Company shall bear the costs and expenses of their counsel) reasonably its own legal and other professional advisers incurred by the Placement Agent in connection with the issue of the Bonds, the negotiations in respect of the Finance Documents and related matters. 8.4 All payments by the Company (or on behalf of the Company) under this Agreement shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding for or on account of any Tax (unless deduction or withholding of such Taxes is required by law in which case the offering contemplated herebyCompany shall pay such additional amounts as may be necessary to ensure that the payee receives the full amount due as if no such deduction or withholding had been made).