Common use of Agreement to Act as Placement Agents Clause in Contracts

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-agents of the Placement Agents) in connection with the offering and sale by the Company of the Securities from the Company's registration statement on Form S-1 (File No. 333-163867) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective Investors. Each Placement Agent shall act on a best efforts basis and neither Placement Agent shall guarantee that it will be able to sell the Securities in the prospective Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents a cash fee equal to 7.0% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering (the “Closing”), which fee shall be paid 3.5% to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to the Placement Agents shall be reduced to 2%. Notwithstanding anything herein to the contrary, as to any legal fees and expenses incurred by Source in connection with the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenning.

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement Agreement, the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-placement agents of the Placement Agents) in connection with the offering and sale by the Company of the Securities from pursuant to the Company's ’s registration statement on Form S-1 (File No. 333-163867276596) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective InvestorsPurchasers. Each The Placement Agent shall Agents will act on a reasonable best efforts basis and neither Placement Agent shall the Company agrees and acknowledges that there is no guarantee that it will be able to sell of the Securities successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agents or any of their “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for their own respective accounts or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agent and not as principal. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings the closing (each a the “Closing” and the date on which each the Closing occurs, a the “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agents and, upon receipt of such Shares, the Placement Agents shall electronically deliver such Shares to the applicable Purchaser and payment shall be made by the Placement Agents (or their clearing firm) by wire transfer to the Company, and delivery of the Pre-Funded Warrants, the Class A Warrants and the Class B Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents a cash fee equal to 7.0% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering (the “Closing”), which fee shall be paid 3.5% to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to the Placement Agents shall be reduced to 2%. Notwithstanding anything herein to the contrary, as to any legal fees and expenses incurred by Source in connection with the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenning.set forth below:

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement Agreement, the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-placement agents of the Placement Agents) in connection with the offering and sale by the Company of the Securities from pursuant to the Company's ’s registration statement on Form S-1 (File No. 333-163867274562) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective Investors. Each The Placement Agent shall Agents will act on a reasonable best efforts basis and neither Placement Agent shall the Company agrees and acknowledges that there is no guarantee that it will be able to sell of the Securities successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agents or any of their “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agent and not as principal. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment”, i.e., on the Closing Date, the Company shall issue the Securities directly to the account designated by the Placement Agents and, upon receipt of such Securities, the Placement Agents shall electronically deliver such Securities to the applicable Investor and payment shall be made by the Placement Agents (or its clearing firm) by wire transfer to the Company. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents a cash fee equal to 7.0% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering (the “Closing”), which fee shall be paid 3.5% to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to the Placement Agents shall be reduced to 2%. Notwithstanding anything herein to the contrary, as to any legal fees and expenses incurred by Source in connection with the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenning.Agents:

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement Agreement, the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-agents of the Placement Agents) in connection with the offering and sale by the Company of the Securities in a transaction which is exempt from the Company's registration statement on Form S-1 (File No. 333-163867) requirements of the Securities Act of 1933, as amended (the “Registration StatementSecurities Act”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective Investors. Each The Placement Agent shall Agents will act on a reasonable best efforts basis and neither Placement Agent shall the Company agrees and acknowledges that there is no guarantee that it will be able to sell of the Securities successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agents or any of their “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agent and not as principal. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents a cash fee equal to 7.0% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering (the “Closing”), which fee shall be paid 3.5% to each Placement Agent; provided, howeverexpenses set forth below, as to any Investor listed on Exhibit A attached hereto agreed upon and as described in further detail in the fee payable hereunder to Engagement Agreements (as defined below) previously entered into between each of the Placement Agents shall be reduced to 2%. Notwithstanding anything herein to and the contrary, as to any legal fees and expenses incurred by Source in connection with the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenning.Company:

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Placement Agency Agreement (this “Agreement”), among the Placement Agents Company and each of you, Xxxxxxx Xxxxx and JMP shall be the Company’s exclusive Placement Agents sole lead placement agent and co-placement agent, respectively (other than mutually agreed upon sub-agents of in such capacity, together, the “Placement Agents) ”), on a reasonable best efforts basis, in connection with the offering issuance and sale by the Company of the Securities from to the Company's registration statement on Form S-1 Investors in a proposed takedown under the Registration Statement (File No. 333-163867as defined in Section 2(a)(i) (the “Registration Statement”hereof), with the terms of such the offering (the “Offering”) to be subject to market conditions and negotiations between among the Company, the Placement Agents and the prospective Investors. Each Placement Agent shall act on a best efforts basis and neither Placement Agent shall guarantee that it will be able to sell the Securities in the prospective Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities Investors (such takedown shall be made at one or more closings (each a referred to herein as the “Closing” and the date on which each Closing occurs, a “Closing DateOffering”). As compensation for services rendered, and provided that any of the Securities are sold to Investors in the Offering, on each the Closing DateDate (as defined in Section 1(c) hereof) of the Offering, the Company shall pay to the Placement Agents a cash fee an amount in the aggregate equal to 7.06% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering (the “ClosingPlacement Fee”), which fee . The Placement Fee shall be paid 3.5% allocated between the Placement Agents as they may agree. The sale of the Securities shall be made pursuant to each subscription agreements in the form included as Exhibit A hereto (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) on the terms described on Exhibit B hereto. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or in part. Notwithstanding the foregoing, it is understood and agreed that the Placement AgentAgents or any of their respective affiliates may, solely at their discretion and without any obligation to do so, purchase Securities as principal; provided, however, as to that any Investor listed on Exhibit A attached hereto the fee payable hereunder to such purchases by the Placement Agents (or their respective affiliates) shall be reduced to 2%. Notwithstanding anything herein fully disclosed to the contrary, as to any legal fees Company and expenses incurred approved by Source the Company in connection accordance with the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenningprevious sentence.

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement between the Placement Agents Company and you, Xxxx Capital Partners, LLC and Boenning & Scattergood, Inc. shall be the Company’s exclusive Placement Agents placement agents (other than mutually agreed upon sub-agents of in such capacity, the “Placement Agents) ”), on a reasonable efforts basis, in connection with the offering issuance and sale by the Company of the Securities from to the Company's registration statement on Form S-1 Investors in a proposed takedown under the Registration Statement (File No. 333-163867) (the “Registration Statement”as defined below), with the terms of such each offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents Xxxx Capital and the prospective Investors. Each Placement Agent shall act on a best efforts basis and neither Placement Agent shall guarantee that it will be able to sell the Securities in the prospective Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities Investors (such takedown shall be made at one or more closings (each a referred to herein as the “Closing” and the date on which each Closing occurs, a “Closing DateOffering”). As compensation for services rendered, and provided that any of the Securities are sold to Investors in the Offering, on each the Closing DateDate (as defined below) of the Offering, the Company shall pay to the Placement Agents a cash fee an amount equal to 7.07% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering (the “ClosingPlacement Fee”), which fee . The Placement Fee shall be paid 3.5% allocated between the Placement Agents as they may agree. The sale of the Securities shall be made pursuant to each a securities purchase agreement in the form included as Exhibit A hereto (the “Purchase Agreement”) on the terms described on Exhibit B hereto. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or in part. Notwithstanding the foregoing, it is understood and agreed that the Placement AgentAgents or any of their respective affiliates may, solely at their discretion and without any obligation to do so, purchase Securities as principal; provided, however, as to that any Investor listed on Exhibit A attached hereto the fee payable hereunder to such purchases by the Placement Agents (or their respective affiliates) shall be reduced to 2%. Notwithstanding anything herein fully disclosed to the contrary, as to any legal fees Company and expenses incurred approved by Source the Company in connection accordance with the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenningprevious sentence.

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement between the Placement Agents Company on the one hand, and Xxxx Capital Partners, LLC (“Xxxx Capital”) and Taglich Brothers, Inc. (“Taglich Brothers”) on the other hand, Xxxx Capital and Taglich Brothers shall be the Company’s exclusive Placement Agents (other than mutually agreed upon sub-agents of in such capacity, the “Placement Agents) ”), on a best efforts basis, in connection with the offering issuance and sale by the Company of the Securities Shares in one or more proposed takedowns from the Company's registration statement on Form S-1 (File shelf Registration Statement No. 333-163867129275, or other registration statement(s) filed or to be filed to accomplish the takedowns (collectively the “Registration Statement”), with the terms of such each offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective Investors. Each Placement Agent shall act on a best efforts basis and neither Placement Agent shall guarantee that it will be able to sell the Securities in the prospective Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities Investors (each takedown shall be made at one or more closings (each a referred to collectively herein as an “ClosingOffering” and all such takedowns shall be referred to herein as the date on which each Closing occurs, a “Closing DateOfferings”). As compensation for services rendered, and provided that any of the Shares are sold to Investors in any Offering, on the Closing Date (as defined below) of each Closing DateOffering, the Company shall pay to the Placement Agents a cash fee an amount equal to 7.0% six percent (6%) of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering (the “Closing”), which fee shall be paid 3.5% to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the fee payable hereunder Shares. The Company will also grant to the Placement Agents warrants, in the form attached hereto as Exhibit A (the “Placement Agent Warrants”), to purchase 1,000 shares of Common Stock for every $1,000,000 of principal amount of Shares sold in each Offering, up to a maximum of 30,000 shares in total, at an exercise price equal to 150% of the price such shares are sold in such Offering, exercisable for five years from the date of such Offering. This Agreement shall not give rise to any commitment by the Placement Agents to purchase any of the Shares, and the Placement Agents shall have no authority to bind the Company. The Placement Agents shall act on a best efforts basis and do not guarantee that they will be reduced able to 2%raise new capital in any prospective Offering. Notwithstanding anything herein The Company acknowledges that any advice given by the Placement Agents to the contraryCompany is solely for the benefit and use of the Board of Directors of the Company and may not be used, reproduced, disseminated, quoted or referred to without the Placement Agents’ prior written consent. The Placement Agents may retain other brokers or dealers to act as to any legal fees and expenses incurred by Source sub-agents on their behalf in connection with the any Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenning.

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement the Placement Agents Agreement, J.X. Xxxxxx Securities LLC and Pxxxx Xxxxxxx & Co shall be the Company’s exclusive Placement Agents placement agents (other than mutually agreed upon sub-agents of in such capacity, the “Placement Agents) ”), acting on a reasonable best efforts basis, in connection with the offering issuance and sale by the Company of the Securities from to the Company's registration statement on Form S-1 (File No. 333-163867) (Investors in a proposed offering pursuant to the “Registration Statement”), with the terms of such the offering (the “Offering”) to be subject to market conditions and negotiations between among the Company, the Placement Agents and the prospective Investors. Each Placement Agent shall act on a best efforts basis and neither Placement Agent shall guarantee that it will be able to sell the Securities in the prospective Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities Investors (such offering shall be made at one or more closings (each a referred to herein as the “Closing” and the date on which each Closing occurs, a “Closing DateOffering”). As compensation for services rendered, and provided that any of the Securities are sold to the Investors in the Offering, on each the Closing DateDate (as defined in Section 1(c) hereof) of the Offering, the Company shall pay to the Placement Agents a cash fee an amount in the aggregate equal to 7.04.5% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering Shares and Prepaid Warrants (the “ClosingPlacement Fee”), which fee . J.X. Xxxxxx Securities LLC shall be paid 3.5receive 85% to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to of the Placement Fee and Pxxxx Xxxxxxx & Co. shall receive 15% of the Placement Fee. The Placement Agents shall be reduced to 2%. Notwithstanding anything herein to the contrary, as to will not receive any legal fees and expenses incurred by Source in connection with the Offering, Source sale or exercise of the Common Warrants. The sale of the Securities shall be reimbursed by made pursuant to the Boenning for 50% of securities purchase agreement in the form included as Exhibit A hereto (the “Securities Purchase Agreement”) on the terms described on Exhibit B hereto. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such fees offer in whole or in part. The Company further understands and expenses directly out agrees that each Placement Agent shall provide its services hereunder independently from any other Placement Agent and that no Placement Agent will rely upon any services or work performed by any other Placement Agent. Accordingly, the Company further agrees that no Placement Agent shall have any liability to the Company or its securityholders for any actions or omissions of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenningother Placement Agent.

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-agents Agreement, each of the Placement Agents) , severally and not jointly, agrees to act as the exclusive placement agents in connection with the offering and sale by the Company of the Securities from pursuant to Section 4(a)(2) of the Company's registration statement on Form S-1 (File No. 333-163867) Securities Act of 1933, as amended (the “Registration StatementSecurities Act”), and Rule 506(b) promulgated thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective Investors. Each The Placement Agent shall Agents will act on a reasonable best efforts basis and neither Placement Agent shall the Company agrees and acknowledges that there is no guarantee that it will be able to sell of the Securities successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agents or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for their own account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agents and not as principals. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents a cash fee equal to 7.0% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering (the “Closing”), which fee shall be paid 3.5% to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to the Placement Agents shall be reduced to 2%. Notwithstanding anything herein to the contrary, as to any legal fees and expenses incurred by Source in connection with the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenning.set forth below:

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-agents Agreement, each of the Placement Agents) , severally and not jointly, agrees to act as the exclusive placement agents in connection with the offering and sale by the Company of the Securities from pursuant to the Company's ’s registration statement on Form S-1 S-3 (File No. 333-163867248895) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective Investors. Each The Placement Agent shall Agents will act on a reasonable best efforts basis and neither Placement Agent shall the Company agrees and acknowledges that there is no guarantee that it will be able to sell of the Securities successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agents or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for their own account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agents and not as principals. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents a cash fee equal to 7.0% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering (the “Closing”), which fee shall be paid 3.5% to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to the Placement Agents shall be reduced to 2%. Notwithstanding anything herein to the contrary, as to any legal fees and expenses incurred by Source in connection with the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenning.set forth below:

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Placement Agency Agreement (this “Agreement”), between the Placement Agents Company and each of you, Xxxxxxx Xxxxx & Company, L.L.C. and First Analysis Securities Corporation shall be the Company’s exclusive Placement Agents co-lead placement agents (other than mutually agreed upon sub-agents of in such capacity, the “Placement Agents) ”), on a reasonable best efforts basis, in connection with the offering issuance and sale by the Company of the Securities from to the Company's registration statement on Form S-1 Investors in a proposed takedown under the Registration Statement (File No. 333-163867as defined in Section 2(a)(i) (the “Registration Statement”hereof), with the terms of such the offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective Investors. Each Placement Agent shall act on a best efforts basis and neither Placement Agent shall guarantee that it will be able to sell the Securities in the prospective Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities Investors (such takedown shall be made at one or more closings (each a referred to herein as the “Closing” and the date on which each Closing occurs, a “Closing DateOffering”). As compensation for services rendered, and provided that any of the Securities are sold to Investors in the Offering, on each the Closing DateDate (as defined in Section 1(c) hereof) of the Offering, the Company shall pay to the Placement Agents a cash fee an amount in the aggregate equal to 7.07% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering (the “ClosingPlacement Fee”), which fee . The Placement Fee shall be paid 3.5% allocated between the Placement Agents as they may agree. The sale of the Securities shall be made pursuant to each subscription agreements in the form included as Exhibit A hereto (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) on the terms described on Exhibit B hereto. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or in part. Notwithstanding the foregoing, it is understood and agreed that the Placement AgentAgents or any of their respective affiliates may, solely at their discretion and without any obligation to do so, purchase Securities as principal; provided, however, as to that any Investor listed on Exhibit A attached hereto the fee payable hereunder to such purchases by the Placement Agents (or their respective affiliates) shall be reduced to 2%. Notwithstanding anything herein fully disclosed to the contrary, as to any legal fees Company and expenses incurred approved by Source the Company in connection accordance with the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenningprevious sentence.

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company and Selling Stockholders herein contained, and subject to all the terms and conditions of this Agreement Agreement, the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-placement agents of the Placement Agents) in connection with the offering and sale by the Company and Selling Stockholders of the Securities Shares in one or more proposed takedowns from the Company's shelf registration statement on Form S-1 (File No. 333-163867) (the “Registration Statement”)133614, with the terms of such offering (the “Offering”) takedown to be subject to market conditions and negotiations between the Company, Xxxxx X. Xxxxxxx and/or Xxxxxxx X. Current, as the representatives of and attorneys-in-fact for the other Selling Stockholders (the “Stockholder Representatives”), the Placement Agents and the prospective InvestorsInvestors (each such takedown shall be referred to herein as an “Offering”). Each The Placement Agent Agents shall act on a best efforts basis and neither Placement Agent shall do not guarantee that it they will be able to sell the Securities Shares in the any prospective Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, and provided that any of the Shares are sold to Investors in any Offering, on each the applicable Closing DateDate (as defined below) of such Offering, the Company and each Selling Stockholder shall pay to the Placement Agents a an aggregate cash fee equal to 7.0the applicable percentage of the gross proceeds received by the Company or such Selling Stockholder from the sale of Shares as is set forth under the caption “Plan of Distribution” in the Registration Statement; provided that 50% of such aggregate cash fee shall be paid directly to Xxxx Capital Partners, LLC and 50% of such aggregate cash fee shall be paid directly to Stonegate Securities, Inc. In connection with the Closing of the initial Offering hereunder, the Company and each Selling Stockholder shall pay to the Placement Agents an aggregate cash fee equal to 5.00% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) or such Selling Stockholder from the sale of such Shares. The purchase price to Investors for each Share to be sold in the Securities at the closing of the initial Offering (the “Closing”), which fee hereunder is $20.00. This Agreement shall be paid 3.5% to each Placement Agent; provided, however, as not give rise to any Investor listed on Exhibit A attached hereto the fee payable hereunder to commitment by the Placement Agents shall be reduced to 2%purchase any of the Shares. Notwithstanding anything herein The Placement Agents may retain other brokers or dealers to the contrary, act as to any legal fees and expenses incurred by Source sub-agents on their behalf in connection with the any Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenning.

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement between the Placement Agents Company, Xxxx Capital Partners, LLC ("Xxxx Capital") and Xxxxxxx Xxxxx & Company, L.L.C., ("Xxxxxxx Xxxxx"), Xxxx Capital and Xxxxxxx Xxxxx shall be the Company's exclusive Placement Agents placement agents (other than mutually agreed upon sub-agents of in such capacity, the "Placement Agents) "), on a commercially reasonable best efforts basis, in connection with the offering issuance and sale by the Company of the Securities in a proposed takedown from the Company's registration statement on Form S-1 (File shelf Registration Statement No. 333-163867109583, or other registration statement(s) filed or to be filed to accomplish the takedown (collectively the “"Registration Statement”"), with the terms of such the offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective Investors. Each Placement Agent shall act on a best efforts basis and neither Placement Agent shall guarantee that it will be able to sell the Securities in the prospective Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities Investors (such takedown shall be made at one or more closings (each a “Closing” and referred to herein as the date on which each Closing occurs, a “Closing Date”"Offering"). As compensation for services rendered, and provided that any of the Securities are sold to Investors in the Offering, on each the Closing DateDate (as defined below) of the Offering, the Company shall pay to the Placement Agents a cash fee equal to 7.0% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering (the “Closing”), which fee shall be paid 3.5% to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to the Placement Agents shall be reduced to 2%. Notwithstanding anything herein to the contrary, as to any legal fees and expenses incurred by Source an amount negotiated in connection with the Offering. In connection with the Offering, Source the parties will enter into a pricing agreement in the form attached hereto as EXHIBIT A ("Pricing Agreement"), which shall be reimbursed deemed a part of this Agreement and which shall set forth the terms of the Offering, including the compensation to be paid to the Placement Agents for services rendered in connection therewith. This Agreement shall not give rise to any commitment by the Boenning Placement Agents to purchase any of the Securities, and the Placement Agents shall have no authority to bind the Company. The Placement Agents shall act on a commercially reasonable best efforts basis and does not guarantee that it will be able to raise new capital in the prospective Offering. The Company shall be under no obligation to agree to any of the proposed terms of the Offering. The Company acknowledges that any advice given to the Company is solely for 50% benefit and use of the Board of Directors of the Company and may not be used, reproduced, disseminated, quoted or referred to, without the Placement Agents' prior written consent. The Placement Agents may retain other brokers or dealers to act as sub-agents on their behalf in connection with the Offering. The term of the Placement Agents' exclusive engagement will be 15 days; however, either party may terminate the engagement at any such time upon 5 days written notice to the other party. Upon termination, the Placement Agents will be entitled to collect all fees earned and expenses directly out incurred through the date of termination, and the amounts described in the next sentence, if applicable. If the Placement Agents' exclusive engagement is terminated prior to the expiration of the Fee at 15 day period beginning on the Closingdate hereof (the "Exclusive Term") for reasons other than termination of this engagement by the Placement Agents, not any person to exceed $17,500 whom Placement Agents introduced the Company, or with which we have discussions or negotiations about an investment in the aggregate paid by BoenningCompany during the term of this Agreement, purchases securities from the Company (other than through an underwritten public offering) during the six months following termination of this Agreement, the Company agrees to pay to Placement Agents upon the closing of such transaction a cash fee in the amount that would otherwise have been payable to the Placement Agents had such transaction occurred during the term. Nothing in this Agreement shall be construed to limit the ability of the Placement Agents or their affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons other than the Company.