Company Wainwright that Wainwright shall serve as the exclusive placement agent in an offering (the “ Offering ”) of securities of the Company (“ Securities ”) during the Term (as defined below) of this Agreement.   The terms of the Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein implies that Wainwright w ould have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to issue any Securities.  It is understood that Wainwright’s assistance in the Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Company as Wainwright deems appropriate under the circumstances and to the receipt of all internal approvals of Wainwright in connection with the transaction.  The Company expressly acknowledges and agrees that Wainwright’s involvement in the Offering is strictly on a reasonable best efforts basis and that the consummation of the Offering will be subject to, among other things, market conditions.  The execution of this Agreement does not constitute a commitment by Wainwright to purchase the Securities and does not ensure a successful Offering of the Securities or the success of Wainwright with respect to securing any other financing on behalf of the Company.  Wainwright may retain other brokers, dealers, agents or underwriters on its behalf in connection with an Offering.