Common use of Placement Agent Clause in Contracts

Placement Agent. The Company acknowledges that it has not engaged --------------- a placement agent in connection with the transactions contemplated by this Agreement. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, or brokers' commissions 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.

Placement Agent. The Company acknowledges that it has not engaged --------------- a placement agent in connection with the transactions contemplated by this Agreement. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, or brokers' commissions relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer the Investor 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.

Placement Agent. The Company acknowledges that it has not engaged --------------- a placement agent in connection with the transactions contemplated by this AgreementRestructuring. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, fees or brokers' broker's commissions relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer Investor harmless against, any liability, loss or expense (including, without limitation, attorney's attorneys' fees and out-of-out of pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges represents and warrants to each Buyer that it has not engaged --------------- a any placement agent agent, broker or financial advisor in connection with the transactions contemplated by this Agreement. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, or brokers' commissions 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 including attorneys’ fees and out-of-pocket expenses) arising in connection with any claim for any such claimpayment.

Placement Agent. The Company acknowledges represents and warrants to each Buyers that it has not engaged --------------- a any placement agent agent, broker or financial advisor in connection with the transactions contemplated by this Agreementissuance and sale of the Notes. The Company shall be responsible for the payment of any fees or commissions of any placement agent's fees, financial advisory fees, agent or brokers' commissions broker 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 including attorneys’ fees and out-of-pocket expenses) arising in connection with any claim for any such claimpayment.

Placement Agent. The Each of the Company and the Buyers, on their own behalf, acknowledges that it has not engaged --------------- a placement agent in connection with the transactions contemplated by this Agreementsale of the Preferred Shares. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, fees or brokers' broker's commissions relating to or arising out of the transactions contemplated herebypurchase of the Securities by the Buyers. 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.

Placement Agent. The Company acknowledges represents and warrants to each Buyer that it has not engaged --------------- a any placement agent agent, broker or financial advisor in connection with the transactions contemplated by this Agreement. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, or brokers' commissions 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 including attorneys’ fees and out-of-pocket expenses) arising in connection with any such claimclaim for any payment by any placement agent, broker or financial advisor.

Placement Agent. The Company acknowledges that it has not engaged --------------- a any placement agent in connection with the transactions contemplated by this Agreementsale of the Preferred Shares and the related Warrants. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, fees or brokers' commissions 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-out of pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges and warrants that it has not engaged --------------- a placement agent in connection with the transactions contemplated by this Agreementsale of the Shares. The Company shall be responsible for the payment of any fees or commissions of placement agent's fees, financial advisory fees, agents or brokers' commissions relating to or arising out brokers engaged by the Company in connection with the purchase of the transactions contemplated herebyShares by the Investor. The Company shall pay, and hold each Buyer the Investor 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 Investor shall be responsible for the payment of any fees or commissions of brokers engaged by the Investor in connection with its sale of the Shares.

Placement Agent. The Company acknowledges represents and warrants to each Buyer that it has not engaged --------------- a any placement agent agent, broker or financial advisor in connection with the transactions contemplated by this Agreementsale of the Notes and Warrants. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, ’s fees or brokers' broker’s commissions 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 including attorneys’ fees and out-of-pocket expenses) arising in connection with any claim for any such claimpayment.

Placement Agent. The Company acknowledges that it has not engaged --------------- a placement agent in connection with the transactions contemplated by this Agreementsale of the Preferred Shares and the Warrants. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, or brokers' brokers commissions relating to or arising out of the transactions contemplated hereby, if any. 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-out of pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges that it has not engaged --------------- a placement agent in connection with the transactions contemplated by this Agreementsale of the Preferred Shares and the Warrants. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, ’s fees or brokers' ’ commissions 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, attorney's attorneys’ fees and out-of-out of pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges that it has not engaged --------------- a placement agent in connection with the transactions contemplated by this Agreement. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, or brokers' commissions relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer Investor 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.

Placement Agent. The Company acknowledges that it has not engaged --------------- a placement agent in connection with the transactions contemplated by this Agreementissuance of the Replacement Warrants. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, fees or brokers' broker's commissions relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer Investor harmless against, any liability, loss or expense (including, without limitation, attorney's attorneys' fees and out-of-out of pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges that it has not engaged --------------- a any placement agent in connection with the transactions contemplated by this Agreementsale of the Preferred Shares and the related Warrants. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, fees or brokers' broker's commissions 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-out of pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges represents and warrants that it has not engaged --------------- a any placement agent agent, broker, or financial advisor in connection with the sale of the Notes or any other transactions contemplated by this Agreementhereby. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, ’s fees or brokers' broker’s commissions 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 including attorneys’ fees and out-of-pocket expenses) arising in connection with any claim for any such claimpayment.

Placement Agent. The Company acknowledges that it has not engaged --------------- a placement agent in connection with the transactions contemplated by this Agreementsale of the Notes. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, fees or brokers' broker's commissions 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-out of pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges that it has not engaged --------------- a any party, person or entity as placement agent in connection with the transactions contemplated by this Agreementsale of the Common Shares and Warrants. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, fees or brokers' broker's commissions 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-out of pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges and warrants that it has not engaged --------------- a placement agent in connection with the transactions contemplated by this Agreementsale of the Shares. The Company shall be responsible for the payment of any fees or commissions of placement agent's fees, financial advisory fees, agents or brokers' commissions relating to or arising out brokers engaged by the Company in connection with the purchase of the transactions contemplated herebyShares by the Investor. The Company shall pay, and hold each Buyer the Investor 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.

Placement Agent. The Company acknowledges that it has not engaged --------------- a placement agent in connection with the transactions contemplated by this Agreementhereby, which placement agent may have formally or informally engaged other agents on its behalf. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, fees or brokers' broker's commissions 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-out of pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges that it has not engaged --------------- a any party, person or entity as placement agent in connection with the transactions contemplated by this Agreementsale of the Notes and the Warrants. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, fees or brokers' broker's commissions 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-out of pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges and warrants that it has --------------- not engaged --------------- a placement agent in connection with the transactions contemplated by this Agreementsale of the Shares. The Company shall be responsible for the payment of any fees or commissions of placement agent's fees, financial advisory fees, agents or brokers' commissions relating to or arising out brokers engaged by the Company in connection with the purchase of the transactions contemplated herebyShares by the Investor. The Company shall pay, and hold each Buyer the Investor 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.

Placement Agent. The Company acknowledges that it has not engaged --------------- a placement agent in connection with the transactions contemplated by this Agreementsale of the Common Stock, the Warrants or the Warrant Shares. 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) 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.

Placement Agent. The Company acknowledges that it has not engaged --------------- a placement agent in connection with the transactions contemplated by this Agreementsale of the Preferred Shares and the Warrants. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, fees or brokers' commissions 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-out of pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges that it has not engaged --------------- a any placement agent in connection with the transactions contemplated by this Agreementissuance of the Warrants or redemption of the Preferred Shares. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, fees or brokers' commissions relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer Investor harmless against, any liability, loss or expense (including, without limitation, attorney's attorneys' fees and out-of-out of pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges that it has not engaged --------------- a placement agent in connection with the transactions contemplated by this Agreementsale of the Preferred Shares and the related Warrants. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, fees or brokers' broker's commissions 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-out of pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges that it has not engaged --------------- a placement agent in connection with the transactions contemplated by this Agreementsale of the Mandatory Preferred Shares. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, fees or brokers' broker's commissions 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-out of pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges that it has not engaged --------------- a any placement agent in connection with the transactions contemplated by this Agreementissuance of the Exchange Warrants. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, fees or brokers' commissions relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer Investor harmless against, any liability, loss or expense (including, without limitation, attorney's attorneys' fees and out-of-out of pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges that it has not engaged --------------- a placement agent in connection with the transactions contemplated by this Agreementsale of the Preferred Shares. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, fees or brokers' commissions 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-out of pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges that it has not engaged --------------- a ▇▇▇▇▇ ▇▇▇▇▇▇▇ as placement agent in connection with the transactions contemplated by this Agreementsale of the Notes. 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.

Placement Agent. The Company acknowledges that it has not engaged --------------- a any placement agent in connection with the transactions contemplated by this Agreementsale of the Preferred Shares and Warrants. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, fees or brokers' broker's commissions relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, 37 any liability, loss or expense (including, without limitation, attorney's attorneys' fees and out-of-out of pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges represents that it has not engaged --------------- a placement agent in connection with the transactions contemplated by this Agreementexchange of the Old Preferred Shares and the Old Warrants for the Exchange Preferred Shares. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, fees or brokers' broker's commissions relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer Investor harmless against, any liability, loss or expense (including, without limitation, attorney's attorneys' fees and out-of-out of pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges that it has not engaged --------------- a placement agent in connection with the transactions contemplated by this Agreementsale of the Preferred Shares and the related Warrants. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, fees or brokers' broker's commissions 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-out of pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges that it has not --------------- engaged --------------- a placement agent in connection with the transactions contemplated by this Agreementsale of the Series C Preferred Shares and Warrants, which placement agent may have formally or informally engaged other agents on its behalf. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, fees or brokers' broker's commissions 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-out of pocket expenses) arising in connection with any such claim.

Placement Agent. The Company acknowledges that it has not engaged --------------- a placement agent in connection with the transactions contemplated by this Agreementsale of the Preferred Shares. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, fees or brokers' broker's commissions 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-out of pocket expenses) arising in connection with any such claim.