Common use of Agreement to Act on a Best Efforts Basis Clause in Contracts

Agreement to Act on a Best Efforts Basis. 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 Underwriters agree to act on a best efforts, min/max basis only, in connection with the issuance and sale by the Company of the Shares to the Investors. Under no circumstances will the Underwriters be obligated to underwrite or purchase any of the Shares for their own accounts or otherwise provide any financing. The Company will pay to the Representative Underwriter a fee equal to six percent (6%) (the “Fee”) of the gross offering proceeds received by the Company from the sale of the Shares as set forth on the cover page of the Final Offering Circular (as hereinafter defined). The Fee will be distributed among the Underwriters per the terms of an agreement among the Underwriters entered into on substantially the same date as this Agreement. Further, the Company will pay to the Representative Underwriter five year warrants to purchase such number of shares of common stock representing five percent (5%) of the total number of shares sold in the Final Offering Circular, with an exercise price at a 15% premium to the price set forth in the Final Offering Circular. The Representative Underwriter shall have the right to enter into selected dealer agreements with other broker-dealers participating in the Offering (each dealer being referred to herein as a “Dealer” and said dealers being collectively referred to herein as the “Dealers”). The Fee shall be re-allowable, in whole or in part, to the Dealers. The Company will not be liable or responsible to any Dealer for direct payment of compensation to any Dealer, it being the sole and exclusive responsibility of the Representative Underwriter for payment of compensation to Dealers with whom the Representative Underwriter entered into an agreement.

Agreement to Act on a Best Efforts Basis. On the basis of the representations, warranties and agreements of the Company Transaction Entities herein contained and subject to all the terms and conditions of this Agreement, the Underwriters agree Underwriter agrees to act on a best efforts, min/max basis only, in connection with the offering, issuance and sale by the Company of the Shares to the InvestorsInvestors (the “Offering”). Under no circumstances will the Underwriters Underwriter be obligated to underwrite or purchase any of the Shares for their own accounts account or otherwise provide any financing. The Company will pay to the Representative Underwriter a fee equal to six percent (6%) ), subject to adjustment as described below (the “Fee”) of the gross offering proceeds received by the Company from the sale of the Shares as set forth on Shares. Notwithstanding the cover page of the Final Offering Circular (as hereinafter defined). The Fee will be distributed among the Underwriters per the terms of an agreement among the Underwriters entered into on substantially the same date as this Agreement. Furtherforegoing, the Company will pay Underwriter shall receive a reduced Fee equal to the Representative Underwriter five year warrants to purchase such number of shares of common stock representing five two percent (52%) of the total number gross offering proceeds from the sale of shares sold in the Final Offering Circular, with an exercise price at a 15% premium Shares to Investors sourced or introduced to the price set forth in Company and/or the Final Offering CircularUnderwriter by Commencement Capital LLC (the “Sponsor”) or by any non broker-dealer third party engaged by the Sponsor or the Company. The Representative Underwriter shall not receive any Fee from offering proceeds from the sale of Shares to the Sponsor or any affiliate of the Sponsor. The Underwriter shall have the right to enter into selected dealer agreements (“Selected Dealer Agreements”) with other broker-dealers participating in the Offering (each dealer being referred to herein as a “Dealer” and said dealers being collectively referred to herein as the “Dealers”). The Fee shall be re-allowable, in whole or in part, to the Dealers. The Company will not be liable or responsible to any Dealer for direct payment of compensation to any Dealer, it being the sole and exclusive responsibility of the Representative Underwriter for payment of compensation to Dealers. Each Dealer is hereby expressly made a third party beneficiary of Sections 3 and 8 of this Agreement. The Underwriter may elect, in its sole discretion, to receive a reduced Fee on the purchase of Shares sold to: (i) clients of investment advisors registered under the Investment Advisers Act of 1940, as amended or under applicable state securities laws (other than any registered investment advisor that is also registered as a broker-dealer, with the exception of clients who have “wrap” accounts which have asset based fees with such advisor); (ii) clients of Dealers with whom the Representative Underwriter entered into has agreed to re-allow less than 4.0% of the Fee (collectively, “Reduced Fee Purchasers”). Upon the request of the Underwriter, the Company shall discount the purchase price of the Common Shares sold to any Reduced Fee Purchaser by an agreementamount per Common Share equal to up to a maximum discount of the total reduction in Fee with respect to such Reduced Fee Purchaser.

Agreement to Act on a Best Efforts Basis. 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 Underwriters agree Underwriter agrees to act on a best efforts, min/max basis only, in connection with the issuance and sale by the Company of the Shares to the Investors. Under no circumstances will the Underwriters Underwriter be obligated to underwrite or purchase any of the Shares for their its own accounts account or otherwise provide any financing. The Company will pay to the Representative Underwriter a fee equal to six percent (6%) (the “"Fee”") of the gross offering proceeds received by the Company from the sale of the Shares as set forth on the cover page of the Final Offering Circular (as hereinafter defined). The Fee retainer fees paid to the Underwriter by the Company in accordance with the Engagement Agreement, dated April 26, 2015, as amended (the "Retainer Fees"), will be distributed among credited toward the Underwriters per the terms of an agreement among the Underwriters entered into on substantially the same date as this Agreement. Further, the Company will pay to the Representative Underwriter five year warrants to purchase such number of shares of common stock representing five percent (5%) of the total number of shares sold in the Final Offering Circular, with an exercise price at a 15% premium to the price set forth in the Final Offering CircularFee. The Representative Underwriter shall have the right to enter into selected dealer agreements with other broker-dealers participating in the Offering (each dealer being referred to herein as a “"Dealer” " and said dealers being collectively referred to herein as the “"Dealers”"). The Fee shall be re-allowable, in whole or in part, to the Dealers. The Company will not be liable or responsible to any Dealer for direct payment of compensation to any Dealer, it being the sole and exclusive responsibility of the Representative Underwriter for payment of compensation to Dealers with whom the Representative Underwriter entered into an agreementDealers.

Agreement to Act on a Best Efforts Basis. On the basis of the representations, warranties and agreements of the Company Transaction Entities herein contained and subject to all the terms and conditions of this Agreement, the Underwriters agree Underwriter agrees to act on a best efforts, min/max basis only, in connection with the offering, issuance and sale by the Company of the Shares to the InvestorsInvestors (the “Offering”). Under no circumstances will the Underwriters Underwriter be obligated to underwrite or purchase any of the Shares for their own accounts account or otherwise provide any financing. The Company will pay to the Representative Underwriter a fee equal to six percent (6%) ), subject to adjustment as described below (the “Fee”) of the gross offering proceeds received by the Company from the sale of the Shares as set forth on Shares. Notwithstanding the cover page of the Final Offering Circular (as hereinafter defined). The Fee will be distributed among the Underwriters per the terms of an agreement among the Underwriters entered into on substantially the same date as this Agreement. Furtherforegoing, the Company will pay Underwriter shall receive a reduced Fee equal to the Representative Underwriter five year warrants to purchase such number of shares of common stock representing five two percent (52%) of the total number gross offering proceeds from the sale of shares sold in the Final Offering Circular, with an exercise price at a 15% premium Shares to Investors sourced or introduced to the price set forth in Company and/or the Final Offering CircularUnderwriter by Commencement Capital LLC (the “Sponsor”) or by any non broker-dealer third party engaged by the Sponsor or the Company. The Representative Underwriter shall not receive any Fee from offering proceeds from the sale of Shares to the Sponsor or any affiliate of the Sponsor. The Underwriter shall have the right to enter into selected dealer agreements (“Selected Dealer Agreements”) with other broker-dealers participating in the Offering (each dealer being referred to herein as a “Dealer” and said dealers being collectively referred to herein as the “Dealers”). The Fee shall be re-allowable, in whole or in part, to the Dealers. The Company will not be liable or responsible to any Dealer for direct payment of compensation to any Dealer, it being the sole and exclusive responsibility of the Representative Underwriter for payment of compensation to Dealers. Each Dealer is hereby expressly made a third party beneficiary of Sections 3 and 8 of this Agreement. The Underwriter may elect, in its sole discretion, to receive a reduced Fee on the purchase of Shares sold to: (i) clients of investment advisors registered under the Investment Advisers Act of 1940, as amended or under applicable state securities laws (other than any registered investment advisor that is also registered as a broker-dealer, with the exception of clients who have “wrap” accounts which have asset based fees with such advisor); (ii) clients of Dealers with whom the Representative Underwriter entered into has agreed to re-allow less than 4.0% of the Fee (collectively, “Reduced Fee Purchasers”). Upon the request of the Underwriter, the Issuer shall discount the purchase price of the Common Shares sold to any Reduced Fee Purchaser by an agreementamount per Common Share equal to up to a maximum discount of the total reduction in Fee with respect to such Reduced Fee Purchaser.

Agreement to Act on a Best Efforts Basis. 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 Underwriters agree Underwriter agrees to act on a best efforts, min/max basis only, in connection with the issuance and sale by the Company of the Shares to the Investors. Under no circumstances will the Underwriters Underwriter be obligated to underwrite or purchase any of the Shares for their its own accounts account or otherwise provide any financing. The Company will pay to the Representative Underwriter a fee equal to six five percent (65%) (the “Fee”) of the gross offering proceeds received by the Company from the sale of the Shares as set forth on the cover page of the Final Offering Circular (as hereinafter defined). The Fee retainer fees paid to the Underwriter by the Company in accordance with the Engagement Agreement, dated September 1, 2015, as amended (the “Retainer Fees”), will be distributed among credited toward the Underwriters per the terms of an agreement among the Underwriters entered into on substantially the same date as this Agreement. Further, the Company will pay to the Representative Underwriter five year warrants to purchase such number of shares of common stock representing five percent (5%) of the total number of shares sold in the Final Offering Circular, with an exercise price at a 15% premium to the price set forth in the Final Offering CircularFee. The Representative Underwriter shall have the right to enter into selected dealer agreements with other broker-dealers participating in the Offering (each dealer being referred to herein as a “Dealer” and said dealers being collectively referred to herein as the “Dealers”). The Fee shall be re-allowable, in whole or in part, to the Dealers. The Company will not be liable or responsible to any Dealer for direct payment of compensation to any Dealer, it being the sole and exclusive responsibility of the Representative Underwriter for payment of compensation to Dealers with whom the Representative Underwriter entered into an agreementDealers.

Agreement to Act on a Best Efforts Basis. 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 Underwriters agree Underwriter agrees to act on a best efforts, min/max basis only, in connection with the issuance and sale by the Company of the Shares to the Investors. Under no circumstances will the Underwriters Underwriter be obligated to underwrite or purchase any of the Shares for their its own accounts account or otherwise provide any financing. The Company will pay to the Representative Underwriter a fee equal to six five percent (65%) (the “Fee”) of the gross offering proceeds received by the Company from the sale of the Shares placed by the Underwriter pursuant to the Offering Statement (as defined below) and as further described in that certain Side Letter between the Company, the Underwriter and Unicapital Incorporated, at the price set forth on the cover page of the Final Offering Circular (as hereinafter defined). The Fee retainer fees paid to the Underwriter by the Company in accordance with the Engagement Agreement, dated August 1, 2015, as amended from time to time (the “Retainer Fees”), will be distributed among credited toward the Underwriters per the terms of an agreement among the Underwriters entered into on substantially the same date as this Agreement. Further, the Company will pay to the Representative Underwriter five year warrants to purchase such number of shares of common stock representing five percent (5%) of the total number of shares sold in the Final Offering Circular, with an exercise price at a 15% premium to the price set forth in the Final Offering CircularFee. The Representative Underwriter shall have the right to enter into selected dealer agreements with other broker-dealers participating in the Offering (each dealer being referred to herein as a “Dealer” and said dealers being collectively referred to herein as the “Dealers”). The Fee shall be re-allowable, in whole or in part, to the Dealers. The Company will not be liable or responsible to any Dealer for direct payment of compensation to any Dealer, it being the sole and exclusive responsibility of the Representative Underwriter for payment of compensation to Dealers with whom the Representative Underwriter entered into an agreementDealers.

Agreement to Act on a Best Efforts Basis. 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 Underwriters agree Underwriter agrees to act on a best efforts, min/max basis only, in connection with the issuance and sale by the Company of the Shares to the Investors. Under no circumstances will the Underwriters Underwriter be obligated to underwrite or purchase any of the Shares for their its own accounts account or otherwise provide any financing. The Company will pay to the Representative Underwriter a fee equal to six five percent (65%) (the “Fee”) of the gross offering proceeds received by the Company from the sale of the Shares as set forth on the cover page of the Final Offering Circular (as hereinafter defined). The Fee retainer fees paid to the Underwriter by the Company in accordance with the Engagement Agreement, dated September 22, 2015 (the “Retainer Fees”), will be distributed among credited toward the Underwriters per the terms of an agreement among the Underwriters entered into on substantially the same date as this Agreement. Further, the Company will pay to the Representative Underwriter five year warrants to purchase such number of shares of common stock representing five percent (5%) of the total number of shares sold in the Final Offering Circular, with an exercise price at a 15% premium to the price set forth in the Final Offering CircularFee. The Representative Underwriter shall have the right to enter into selected dealer agreements with other broker-dealers participating in the Offering (each dealer being referred to herein as a “Dealer” and said dealers being collectively referred to herein as the “Dealers”). The Fee shall be re-allowable, in whole or in part, to the Dealers. The Company will not be liable or responsible to any Dealer for direct payment of compensation to any Dealer, it being the sole and exclusive responsibility of the Representative Underwriter for payment of compensation to Dealers with whom the Representative Underwriter entered into an agreementDealers.

Agreement to Act on a Best Efforts Basis. 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 Underwriters agree Underwriter agrees to act on a its best efforts, min/max basis only, efforts in connection with the issuance and sale by the Company of the Shares to the Investors. Under no circumstances will the Underwriters Underwriter be obligated to underwrite or purchase any of the Shares for their its own accounts or otherwise provide any financing. The Company will pay to the Representative Underwriter a fee equal to six and one-half percent (66.5%) (the “Fee”) of the gross offering proceeds received by the Company from the sale of the Shares as set forth on the cover page of the Final Offering Circular (as hereinafter defined). The Fee will be distributed among the Underwriters per the terms of an agreement among the Underwriters entered into on substantially the same date as this AgreementShares. Further, the Company will pay issue to the Representative Underwriter five year warrants to purchase such number of shares of common stock representing five three percent (53%) of the total number of shares sold in under the Amended Final Offering Circular, with an exercise price at a 1520% premium to the price set forth in the Amended Final Offering Circular. The Representative Underwriter shall have the right to enter into selected dealer agreements with other broker-dealers participating in the Offering (each dealer being referred to herein as a “Dealer” and said dealers being collectively referred to herein as the “Dealers”). The Fee shall be re-allowable, in whole or in part, to the Dealers. The Company will not be liable or responsible to any Dealer for direct payment of compensation to any Dealer, it being the sole and exclusive responsibility of the Representative Underwriter for payment of compensation to Dealers with whom the Representative Underwriter entered into an agreement.