The term of Rodman’s exclusive engagement will begin on the date hereof and end thirty (30) days thereafter (the “Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, tail, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement. During Rodman’s engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with Rodman, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities (other than the Excluded Investors), provided that this shall not prohibit the Company from engaging in discussions with respect to any potential strategic transaction or merger or acquisition, and (ii) the Company will not pursue any financing transaction which would be in lieu of an Offering. Furthermore, the Company agrees that during Rodman’s engagement hereunder, all inquiries, whether direct or indirect, from prospective investors (other than the Excluded Investors) will be referred to Rodman and will be deemed to have been contacted by Rodman in connection with an Offering. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offering. Notwithstanding anything herein to the contrary, nothing shall prohibit the Company from filing any universal shelf registration statements or one or more registration statements on Form S-8.