Common use of COMPENSATION AND OTHER FEES Clause in Contracts

COMPENSATION AND OTHER FEES. (A) As compensation for the Placement Agent’s services hereunder, the Company shall pay to the Placement Agent (i) a cash placement fee upon each Closing, in an amount equal to six percent (6%) of the aggregate offering price of the total amount of capital received by the Company from the sale of its Securities to investors introduced to the Company by the Placement Agent during the term of this Agreement (the “Placement Agent Fee”), and (ii) a 6% cash fee payable within three business days of (but only in the event of) the receipt by the Company of any cash proceeds from the exercise of any warrants issued in the Placement (“Warrants Exercise Fee”) (the Warrants Exercise Fee shall be payable regardless of when the warrants are exercised, even if such exercise occurs after the termination of this Agreement). Notwithstanding anything to the contrary in this Agreement, the compensation provided for in this Agreement shall be subject to such reduction as may be necessary for the compensation to comply with Financial Industry Regulatory Authority (“FINRA”) Rule 5110. (B) Upon each Closing, the Company shall also grant Placement Agent or its designees at the Closing warrants (the “Placement Agent’s Warrants”) to purchase that number of shares of common stock of the Company (“Shares”) equal to 6% of the aggregate number of Shares placed in the Placement. The Placement Agent Warrants shall include customary terms, such as anti-dilution and registration rights. The Exercise price for Placement Agent Warrants will be 120% of Purchase Price of the Placement and the Placement Agent will not have cashless exercise rights under such warrants; provided, that, if at the time of any exercise of the Placement Agent Warrants the Company does not have an effective registration statement for the issuance of the warrant shares or the resale of the warrant shares, then the Placement Agent may exercise such warrants on a cashless basis. (C) The Placement Agent shall be entitled to a Placement Agent’s Fee, calculated in the manner provided in Section 1(A), with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom the Placement Agent had introduced to the Company during the Term, as defined below, if such Tail Financing is consummated at any time within the 12-month period following the Effective Date (the “Tail Period”). (The Placement Agent shall provide to the Company a list of investors it introduced to the Company. If an investor is not on the list, the Placement Agent shall not be compensated during the Tail Period).

COMPENSATION AND OTHER FEES. (A) As compensation for the Placement Agent’s services provided by R&R hereunder, the Company shall agrees to pay to R&R: (A) The fees set forth below with respect to the Placement: a) A cash fee payable immediately upon the closing of the Placement equal to 6% of the aggregate gross proceeds raised in the Placement. b) Warrants to purchase that number of shares of Common Stock equal to 4.5% of the aggregate number of Shares sold in the Placement (but not shares underlying any Warrants issued to Purchasers in the Placement). Such warrants shall have the same terms as the warrants (if any) issued to the Purchasers in the Placement except that such warrants shall not be transferable except as permitted by NASD Rule 2710. Notwithstanding the foregoing, in the event any of the purchasers identified in that certain Unit Purchase Agreement dated February 20, 2007 by and among the Company and the “Purchasers” listed on Exhibit A thereto (the “PIPE Purchasers”) elect to become Purchasers in connection with the Placement, the Placement IDM Pharma, Inc. 06/19/07 Page 2 Agent and the Company agree that the fees to which the Placement Agent (i) a cash placement fee upon each Closing, in an amount equal will be entitled with respect to six percent (6%) the gross proceeds and the number of Shares attributable to the participation of the aggregate offering price PIPE Purchasers in the Placement shall be 4% cash (as per (A)(a) above) and 3% Warrant coverage (as per (A)(b) above). (B) The fees set forth below if there is any financing of equity or debt or other capital raising activity of the total amount Company, other than an equity financing consummated in conjunction with a strategic alliance or corporate collaboration for the purpose of capital received by developing or commercializing some or all of the Company from Company’s product candidates (a “Financing”) within 6 months after the sale expiration or termination of its Securities to this Agreement with any investors that were introduced to the Company by the Placement Agent during the term of R&R pursuant to this Agreement (the “Placement Agent Fee”), and (iiAgreement: a) a 6% A cash fee payable within three business days immediately upon the closing of any portion of any Financing and equal to 6% of the aggregate gross proceeds raised in such Financing from such investors. b) Warrants to purchase that number of Shares equal to 4.5% of the aggregate number of shares of Common Stock sold in the Financing to such investors, plus any Shares underlying any convertible Securities sold in the Financing to such investors (but not shares underlying any Warrants issued to investors). Such warrants shall have the same terms as the warrants (if any) issued to such investors in the Financing. (C) The Company also agrees to reimburse R&R’s expenses (with supporting invoices/receipts) up to a maximum of $20,000. Such reimbursement shall be payable immediately upon (but only in the event of) the receipt by the Company of any cash proceeds from the exercise of any warrants issued in the Placement (“Warrants Exercise Fee”) (the Warrants Exercise Fee shall be payable regardless of when the warrants are exercised, even if such exercise occurs after the termination of this Agreement). Notwithstanding anything to the contrary in this Agreement, the compensation provided for in this Agreement shall be subject to such reduction as may be necessary for the compensation to comply with Financial Industry Regulatory Authority (“FINRA”) Rule 5110. (B) Upon each Closing, the Company shall also grant Placement Agent or its designees at the Closing warrants (the “Placement Agent’s Warrants”) to purchase that number of shares of common stock closing of the Company (“Shares”) equal to 6% of the aggregate number of Shares placed in the Placement. The Placement Agent Warrants shall include customary terms, such as anti-dilution and registration rights. The Exercise price for Placement Agent Warrants will be 120% of Purchase Price of the Placement and the Placement Agent will not have cashless exercise rights under such warrants; provided, that, if at the time of any exercise of the Placement Agent Warrants the Company does not have an effective registration statement for the issuance of the warrant shares or the resale of the warrant shares, then the Placement Agent may exercise such warrants on a cashless basis. (C) The Placement Agent shall be entitled to a Placement Agent’s Fee, calculated in the manner provided in Section 1(A), with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom the Placement Agent had introduced to the Company during the Term, as defined below, if such Tail Financing is consummated at any time within the 12-month period following the Effective Date (the “Tail Period”). (The Placement Agent shall provide to the Company a list of investors it introduced to the Company. If an investor is not on the list, the Placement Agent shall not be compensated during the Tail Period).

COMPENSATION AND OTHER FEES. (A) As compensation for the Placement Agent’s services hereunder, the Company shall pay to the Placement Agent (i) a cash placement fee upon each Closing, in an amount equal to six seven percent (67%) of the aggregate offering price of the total amount of capital received by the Company from the sale of its Securities to investors introduced to the Company by the Placement Agent during the term of this Agreement (the “Placement Agent Fee”), and (ii) a 6% cash fee payable within three business days of (but only in the event of) the receipt by the Company of any cash proceeds from the exercise of any warrants issued in the Placement (“Warrants Exercise Fee”) (the Warrants Exercise Fee shall be payable regardless of when the warrants are exercised, even if such exercise occurs after the termination of this Agreement). Notwithstanding anything to the contrary in this Agreement, the compensation provided for in this Agreement shall be subject to such reduction as may be necessary for the compensation to comply with Financial Industry Regulatory Authority (“FINRA”) Rule 5110. The Company agrees to reimburse the Placement Agent for all travel, due diligence or related expenses, up to $30,000 in the aggregate. In addition, the Company shall reimburse Placement Agent for its legal expense in an amount of $50,000. (B) Upon each Closing, the Company shall also grant Placement Agent Agent, or its designees designees, at the Closing warrants (the “Placement Agent’s Warrants”) to purchase that number of shares of common stock of the Company (“Shares”) Shares equal to 6% four percent (4%) of the aggregate number of Shares placed in the Placement (or underlying any convertible Securities sold in the Placement, which shall be calculated based on the maximum number of Shares that may be issued to Investors in the Offering) to the Investors, excluding any Shares issuable upon exercise of any warrants issued in the Placement. The Placement Agent Warrants shall include customary have the same terms, such as including anti-dilution and registration rights. The Exercise , as the warrants issued to the Investors in the Placement, and shall have an exercise price for Placement Agent Warrants will be 120equal to 125% of Purchase Price the offering price of the Placement and the Placement Agent will not have cashless exercise rights under such warrants; provided, that, if at the time of any exercise of the Placement Agent Warrants the Company does not have an effective registration statement for the issuance of the warrant shares or the resale of the warrant shares, then the Placement Agent may exercise such warrants on a cashless basisPlacement. (C) The Placement Agent shall be entitled to a Placement Agent’s Agent Fee, calculated in the manner provided in Section 1(A) and (B), with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom the Placement Agent had introduced to contacted on behalf of the Company Company, or investors “wall-crossed” by the Placement Agent in connection with the Placement during the Term, as defined belowTerm , if such Tail Financing is consummated at any time within the 12-month period following the Effective Date termination of this Agreement (the “Tail Period”). (The Within 10 days after termination or expiration of this Agreement, Placement Agent shall will provide a written list of such investors Placement Agent had introduced or “wall-crossed” to the Company a list of investors it introduced to the Company. If an investor is not on the list, the Placement Agent shall not be compensated during the Tail Period)Term.

COMPENSATION AND OTHER FEES. (Aa) As compensation for the Placement Agent’s services hereunderFor this assignment and financial advice in connection therewith, the Company shall pay to the Placement Agent (i) will charge the Company a cash placement fee upon each Closing, in an amount equal to six seven percent (67%) of the aggregate offering price of the total amount of capital gross proceeds received by the Company from the sale of its Securities to investors introduced to the Company by the Placement Agent during the term of this Agreement Common Stock (the “"Placement Agent Fee”"), and . (iib) a 6% cash fee payable within three business days of (but only in the event of) the receipt by the Company of any cash proceeds from the exercise of any warrants issued in the The Placement (“Warrants Exercise Fee”) (the Warrants Exercise Fee shall be payable regardless of when in immediately available funds on the warrants are exercised, even if such exercise occurs after date the termination of this Agreement). Notwithstanding anything to the contrary in this Agreement, the compensation provided for in this Agreement shall be subject to such reduction as may be necessary Company receives payment for the compensation to comply with Financial Industry Regulatory Authority Common Stock under a definitive subscription agreement substantially in the form of Exhibit A attached hereto and made a part hereof (“FINRA”the "Subscription Agreement"), between the Company and each purchaser (the "Purchaser") Rule 5110of the Common Stock (the "Closing Date"). (B) Upon each Closing, the Company shall also grant Placement Agent or its designees at the Closing warrants (the “Placement Agent’s Warrants”) to purchase that number of shares of common stock of the Company (“Shares”) equal to 6% of the aggregate number of Shares placed in the Placement. The Placement Agent Warrants shall include customary terms, such as anti-dilution and registration rights. The Exercise price for Placement Agent Warrants will be 120% of Purchase Price of the Placement and the Placement Agent will not have cashless exercise rights under such warrants; provided, that, if at the time of any exercise of the Placement Agent Warrants the Company does not have an effective registration statement for the issuance of the warrant shares or the resale of the warrant shares, then the Placement Agent may exercise such warrants on a cashless basis. (Cc) The Placement Agent shall be entitled also receive at the Closing Date a three year warrant to a Placement Agent’s Fee, calculated purchase the Company's Common Stock in an number equal to 5% of the number of shares of Common Stock sold in the manner provided in Section 1(A), with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) Offering at a per share exercise price equal to the extent that such financing or capital is provided Purchase Price. (d) The Company will pay all of its costs relating to the Direct Offering contemplated hereby, including, without limitation, audit expenses, issuance costs and taxes, counsel fees for the preparation of the offering documents, filing fees and disbursements of counsel relating to the qualification of the Common Stock under federal securities laws, and legal fees and expenses of counsel in connection with qualifying the Common Stock under the state blue sky laws. (e) The Company by investors whom will pay the Placement Agent had introduced up to Twenty Thousand U.S. Dollars ($20,000 USD) for placement agent legal fees and other transaction related expenses, upon the Company during first closing of the Term, as defined below, if such Tail Financing is consummated at any time within the 12-month period following the Effective Date Direct Offering contemplated hereby. (the “Tail Period”). (f) The Placement Agent shall provide to the Company a list right of investors it introduced to the Company. If an investor is not on the list, the Placement Agent to receive the fees set forth in this Section 2 shall not be compensated during survive the Tail Period)termination of this Agreement in accordance with Section 7 hereof.

COMPENSATION AND OTHER FEES. (A) As compensation for the Placement Agent’s services provided by hereunder, the Company shall agrees to pay to Xxxxxx Xxxxx and other participating broker-dealers: (A) The fees set forth below with respect to the Placement: 1. A cash fee payable immediately upon the closing of the Placement Agent (i) a cash placement fee upon each Closing, in an amount and equal to six percent (6%) % of the aggregate offering price of gross proceeds raised in the total amount of capital received by the Company Placement, excluding any proceeds from the sale exercise of its Securities to investors introduced to the Company by any warrants sold in the Placement Agent during the term of this Agreement (the “Placement Agent Fee”). The parties hereby acknowledge and agree that the Company may choose to pay an aggregate cash fee equal to up to 50% of the Placement Agent Fee directly to additional broker-dealer(s) who are members of the Financial Industry Regulatory Authority (“FINRA”). For purposes of clarification, and (ii) a 6% the aggregate amount of the cash fee payable within three business days in the Placement to all participating broker-dealers shall not exceed 6% of the aggregate gross proceeds raised in the Placement. 2. Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx Xxxxx or its designees at the Closing to purchase shares of Common Stock equal to 5% of the aggregate number of Shares sold in the Placement (excluding any shares of Common Stock issuable upon exercise of any warrants issued in the Placement). The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share and the expiration date shall be five years from the effective date of the registration statement referred to in Section 2(A) below. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the date of effectiveness or commencement of sales of the public offering, except as permitted by the FINRA Rule 5110(g), and further, the number of shares and terms of the underlying the Xxxxxx Warrants shall be reduced or modified if necessary to comply with FINRA rules or regulations. The parties hereby acknowledge and agree that the Company may choose to issue warrants, directly to additional broker-dealer(s) who are members of FINRA, to purchase such aggregate number of shares of Common Stock equal to up to 50% of the Xxxxxx Warrants. For purposes of clarification, the aggregate number of shares of Common Stock underlying the warrants issued to FINRA member firms in this Placement shall not exceed 5% of the aggregate number of Shares sold in the Placement (excluding any shares of Common Stock issuable upon exercise of any warrants issued in the Placement). (B) The Company also agrees to pay to Xxxxxx Xxxxx a non-accountable expense allowance in an amount equal to 1% of the aggregate gross proceeds raised in the Placement (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such expense allowance shall be payable immediately upon (but only in the event of) the receipt by the Company of any cash proceeds from the exercise of any warrants issued in the Placement (“Warrants Exercise Fee”) (the Warrants Exercise Fee shall be payable regardless of when the warrants are exercised, even if such exercise occurs after the termination of this Agreement). Notwithstanding anything to the contrary in this Agreement, the compensation provided for in this Agreement shall be subject to such reduction as may be necessary for the compensation to comply with Financial Industry Regulatory Authority (“FINRA”) Rule 5110. (B) Upon each Closing, the Company shall also grant Placement Agent or its designees at the Closing warrants (the “Placement Agent’s Warrants”) to purchase that number of shares of common stock closing of the Company (“Shares”) equal to 6% of the aggregate number of Shares placed in the Placement. The Placement Agent Warrants shall include customary terms, such as anti-dilution and registration rights. The Exercise price for Placement Agent Warrants will be 120% of Purchase Price of the Placement and the Placement Agent will not have cashless exercise rights under such warrants; provided, that, if at the time of any exercise of the Placement Agent Warrants the Company does not have an effective registration statement for the issuance of the warrant shares or the resale of the warrant shares, then the Placement Agent may exercise such warrants on a cashless basis. (C) The Placement Agent shall be entitled to a Placement Agent’s Fee, calculated in the manner provided in Section 1(A), with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom the Placement Agent had introduced to the Company during the Term, as defined below, if such Tail Financing is consummated at any time within the 12-month period following the Effective Date (the “Tail Period”). (The Placement Agent shall provide to the Company a list of investors it introduced to the Company. If an investor is not on the list, the Placement Agent shall not be compensated during the Tail Period).

COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxx hereunder, the Company agrees as follows: (A) As compensation for services rendered, on the Placement Agent’s services hereunder, Closing Date the Company shall (i) pay to the Placement Agent (i) by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, a cash placement fee upon each Closing, in an amount (the “Placement Agent’s Fee”) equal to six seven percent (67.0%) of the aggregate offering price of the total amount of capital gross proceeds received by the Company from the sale of its Securities to investors introduced to the Shares and Warrants on such Closing Date, less a financial advisory fee of $20,475 payable by the Company to Noble Financial Group, Inc. (B) The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or reimburse if paid by the Placement Agent during all actual out-of-pocket costs and expenses incident to the term performance of the obligations of the Company under this Agreement and in connection with the transactions contemplated hereby, including but not limited to costs and expenses of or relating to (i) the “preparation, printing, filing, delivery and shipping of the Registration Statement and the Prospectus Supplement, and any amendment or supplement to any of the foregoing and the printing and furnishing of copies of each thereof to the Placement Agent Fee”and dealers (including costs of mailing and shipment), and (ii) a 6% cash fee the registration, issue, sale and delivery of the Securities including any stock or transfer taxes and stamp or similar duties payable within three business days upon the sale, issuance or delivery of the Securities and the printing, delivery, and shipping of the certificates representing the Securities, (but only in the event ofiii) the receipt fees and expenses of any transfer agent or registrar for the Shares and Warrant Shares, (iv) the filing fees required to be paid by the Placement Agent or the Company of any cash proceeds from with the exercise of any warrants issued in the Placement (“Warrants Exercise Fee”) (the Warrants Exercise Fee shall be payable regardless of when the warrants are exercised, even if such exercise occurs after the termination of this Agreement). Notwithstanding anything to the contrary in this Agreement, the compensation provided for in this Agreement shall be subject to such reduction as may be necessary for the compensation to comply with Financial Industry Regulatory Authority (“FINRA”) Rule 5110. (Bincluding all COBRADesk fees), (v) Upon each Closingfees, the Company shall also grant Placement Agent or its designees at the Closing warrants (the “Placement Agent’s Warrants”) disbursements and other charges of counsel to purchase that number of shares of common stock of the Company (“Shares”vi) equal to 6% listing fees, if any, for the listing or quotation of the aggregate number of Shares placed in and Warrant Shares on the Placement. The Placement Agent Warrants shall include customary termsNYSE Amex, such as anti-dilution (vii) fees and registration rights. The Exercise price for Placement Agent Warrants will be 120% of Purchase Price disbursements of the Placement Company’s auditor, and (viii) reasonable fees and disbursements of counsel to the Placement Agent will not have cashless exercise rights under such warrants; providedAgent. Notwithstanding the foregoing, that, if at the time of any exercise expenses of the Placement Agent Warrants (other than the filing fees set forth in clause (iv) above), including attorneys fees and expenses, which the Company does shall be obligated to reimburse hereunder shall not have an effective registration statement exceed (x) $15,000 for all expenses other than attorneys fees and expenses and (y) $30,000 for the issuance of Placement Agent’s attorneys fees and expenses. In no event shall the warrant shares or the resale of the warrant shares, then total compensation payable to the Placement Agent may exercise such warrants on a cashless basis. and any other FINRA member or independent broker-dealer (Cincluding any financial advisor) The Placement Agent shall be entitled to a Placement Agent’s Fee, calculated in connection with the manner provided in Section 1(A), with respect to sale of the Securities (including any public or private offering or other financing or capital-raising transaction expense reimbursement) exceed 8% of any kind (“Tail Financing”) to the extent that such financing or capital is provided to gross proceeds received by the Company by investors whom from the Placement Agent had introduced to sale of the Company during the Term, as defined below, if such Tail Financing is consummated at any time within the 12-month period following the Effective Date (the “Tail Period”). (The Placement Agent shall provide to the Company a list of investors it introduced to the Company. If an investor is not on the list, the Placement Agent shall not be compensated during the Tail Period)Securities.

COMPENSATION AND OTHER FEES. 0000 Xxxxxxxxx Xxxx, Suite 1700, Atlanta, GA, 30328770-350-2698 (Office), 000-000-0000 (Fax)15561222.1 214295-10006 (A) As compensation for the Placement Agent’s services hereunder, the Company shall pay to the Placement Agent (i) a cash placement fee upon each Closing, in an amount equal to six percent (6%) of the aggregate offering price of the total amount of capital received by the Company from the sale of its Securities to investors introduced to the Company by the Placement Agent during the term of this Agreement (the “Placement Agent Fee”), and (ii) a 6% cash fee payable within three business days of (but only in the event of) the receipt by the Company of any cash proceeds from the exercise of any warrants issued in the Placement (“Warrants Exercise Fee”) (the Warrants Exercise Fee shall be payable regardless of when the warrants are exercised, even if such exercise occurs after the termination of this Agreement). Notwithstanding anything to the contrary in this Agreement, the compensation provided for in this Agreement shall be subject to such reduction as may be necessary for the compensation to comply with Financial Industry Regulatory Authority (“FINRA”) Rule 5110. The Company agrees to reimburse the Placement Agent for all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, which will be Placement Agent’s counsel, it being agreed that such fees and expenses will be fixed at $15,000 only to be paid at Closing. The Company shall reimburse Placement Agent for its legal expenses in an amount of $25,000 only to be paid at Closing. (B) Upon each Closing, if and only if there are any warrants issued to Investor in connection with the transaction, the Company shall also grant Placement Agent Agent, or its designees designees, at the Closing warrants (the “Placement Agent’s Warrants”) to purchase that number of shares of common stock of the Company (“Shares”) Shares equal to six percent (6% %) of the aggregate number of Shares placed in the Placement (or underlying any convertible Securities sold in the Placement) to the Investors, excluding any Shares issuable upon exercise of any warrants issued in the Placement. The Placement Agent Warrants shall include customary have the same terms, such as including exercise price, anti-dilution and registration rights. The Exercise price for Placement Agent Warrants will be 120% of Purchase Price of , as the Placement and warrants issued to the Placement Agent will not have cashless exercise rights under such warrants; providedInvestors in the Placement, that, if at the time of subject to any exercise of the Placement Agent Warrants the Company does not have an effective registration statement for the issuance of the warrant shares or the resale of the warrant shares, then the Placement Agent may exercise such warrants on a cashless basislimitations imposed by FINRA Rule 5110. (C) The Placement Agent shall be entitled to a Placement Agent’s Agent Fee, calculated in the manner provided in Section 1(A), with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom the Placement Agent had introduced to the Company during the Term, as defined belowTerm or any investors that participated in the Placement, if such Tail Financing is consummated at any time within the 126-month period following the Effective Date termination of this Agreement (the “Tail Period”). (The Placement Agent shall provide to the Company a list of investors it introduced to the Company. If an investor is not on the list, the Placement Agent shall not be compensated during the Tail Period).

COMPENSATION AND OTHER FEES. (A) As compensation for the Placement Agent’s services hereunder, the Company shall pay to the Placement Agent (i) a cash placement fee upon each Closing, in an amount equal to six seven percent (67%) of the aggregate offering price of the total amount of capital received by the Company from the sale of its Securities securities to investors introduced to the Company by the Placement Agent during the term of this Agreement agreement (the “Placement Agent Fee”), and (ii) a 610% cash fee payable within three business days of (but only in the event of) of the receipt by the Company of any cash proceeds from the exercise of any warrants issued sold in the Placement (“Warrants Exercise Fee”) at each Closing (the Warrants Exercise Fee shall be payable regardless of when the warrants are exercised, even if such exercise occurs after the termination of this Agreement“Placement Agent Warrants”). Notwithstanding anything At each Closing of the Offering, the Company shall pay the Placement Agent its Placement Agent Fee, and shall issue to the contrary Placement Agent the Placement Agent Warrants, in this Agreement, each case relating to the compensation provided for in this Agreement shall be sale of the Securities that are subject to such reduction as may be necessary for of the compensation to comply with Financial Industry Regulatory Authority (“FINRA”) Rule 5110Closing. (B) Upon each Closing, the Company shall also grant Placement Agent or its designees at the Closing warrants (the “Placement Agent’s Warrants”) to purchase that number of shares of common stock of the Company (“Shares”) equal to 6% of the aggregate number of Shares placed in the Placement. The Placement Agent Warrants shall include customary will have the identical terms, such conditions and rights as anti-dilution the warrants sold in the Placement, and registration rights. The Exercise price for Placement Agent Warrants will be 120% of Purchase Price of the Placement and issued to the Placement Agent will not have cashless exercise rights under such warrants; provided, that, if at the time of any exercise each Closing, subject to adjustment if necessary to satisfy the NASDAQ limitation on offerings of shares of 20% or more of the Placement Agent Warrants the Company does not have an effective registration statement for the issuance of the warrant shares or the resale of the warrant shares, then the Placement Agent may exercise such warrants on a cashless basisoutstanding. (C) The Placement Agent shall be entitled to a Placement Agent’s Fee, calculated in the manner provided in Section 1(A), with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom the Placement Agent had introduced introduced, directly or indirectly, to the Company during the Term, as defined below, if such Tail Financing is consummated at any time within the 12-month period following the Effective Date expiration or termination of this Agreement (the “Tail Period”). . (D) The Placement Agent Fee or other fee shall provide also be paid to the Company a list of investors it introduced to the Company. If an investor is not on the list, the Placement Agent shall not be compensated during with respect to capital received by the Company from the exercise of any issued and outstanding warrants even if such exercise occurs after the end of the Tail Period).

COMPENSATION AND OTHER FEES. (A) As compensation for the Placement Agent’s services hereunder, the Company shall pay to the Placement Agent (i) a cash placement fee upon each Closing, in an amount equal to six percent (6%) of the aggregate offering price of the total amount of capital received by the Company from the sale of its Securities to investors Investors introduced to the Company by the Placement Agent during the term of this Agreement (the “Placement Agent Fee”), and (ii) a 6% cash fee payable within three business days of (but only in the event of) the receipt by the Company of any cash proceeds from the exercise of any warrants issued in the Placement (“Warrants Exercise Fee”) (the Warrants Exercise Fee shall be payable regardless of when the warrants are exercised, even if such exercise occurs after the termination of this Agreement). Notwithstanding anything to the contrary in this Agreement, the compensation provided for in this Agreement shall be subject to such reduction as may be necessary for the compensation to comply with Financial Industry Regulatory Authority (“FINRA”) Rule 5110. (B) Upon each Closing, the Company shall also grant Placement Agent or its designees at the Closing warrants (the “Placement Agent’s Warrants”) to purchase that number of shares of common stock of the Company (“Shares”) Shares equal to 6% ten percent (10%) of the aggregate number of Shares placed in the Placement (or underlying any convertible Securities sold in the Placement) to the Investors, excluding any Shares issuable upon exercise of any warrants issued in the Placement. The Placement Agent Warrants shall include customary terms, such as anti-dilution protection to the extent permitted by FINRA Rule 5110 and registration rights. The Exercise exercise price for Placement Agent Warrants will be 120% of Purchase Price of the Placement and the Placement Agent will not have cashless exercise rights under such warrants; provided, that, if at the time of any exercise of the Placement Agent Warrants the Company does not have an effective registration statement for the issuance of the warrant shares or the resale of the warrant shares, then the Placement Agent may exercise such warrants on a cashless basisPlacement. (C) The Placement Agent shall be entitled to a Placement Agent’s Agent Fee, calculated in the manner provided in Section 1(A), with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom the Placement Agent had introduced to the Company during the Term, as defined below, if such Tail Financing is consummated at any time within the 1218-month period following the Effective Date termination of this Agreement (the “Tail Period”). (The Placement Agent shall provide to Within 24 hours of the Company a list execution of investors it introduced to the Company. If an investor is not on the listthis Agreement, the Placement Agent will provide the Company an Appendix B to this Agreement with a list of entities that shall not be compensated during deemed to have been introduced to the Tail Period)Company by Placement Agent pursuant to this Section 1(C) unless, within 24 hours the Company informs the Placement Agent in writing that it has been previously introduced to a specific entity listed on the appendix and provides the Placement Agent with reasonable evidence of such prior introduction. The Placement Agent and the Company may in the future update Appendix B by mutual consent. Notwithstanding anything to the contrary in this Agreement, the compensation provided for in this Agreement shall be subject to such reduction as may be necessary for the compensation to comply with FINRA Rule 5110.

COMPENSATION AND OTHER FEES. (A) As compensation for the services provided by the Placement Agent’s services Agent hereunder, the Company agrees to pay to the Placement Agent on the Closing Date: (A) A cash arranging fee equal to US$0.0025 per Security issued in the Placement plus 3.00% of the aggregate gross proceeds raised in the Placement, from Securities issued to and gross proceeds raised from Approved Counterparties (as defined in that certain mandate letter dated February 18, 2011 between the Company and the Placement Agent (the “Engagement Letter”)) (the “Gross Proceeds”), subject to a minimum fee of (i) US$250,000 if the Gross Proceeds are less than US$10 million, (ii) US$500,000 if the Gross Proceeds equal or exceed US$10 million, or (iii) US$1.0 million if the Gross Proceeds equal or exceed US$26.5 million, provided, however, that, if (a) the Company receives or is entitled to receive proceeds arising from any sale of Securities in connection with the Placement by operation of Section 4.13 of that certain Securities Purchase Agreement dated as of March 8, 2010 among the Company and the purchasers party thereto (such purchasers being the “ROFR Purchasers” and such proceeds being the “ROFR Proceeds”) and (b) the Gross Proceeds, including the ROFR Proceeds, are less than US$26.5 million, then the ROFR Proceeds shall not be included in the Gross Proceeds for purposes of calculating the Placement Agent fee hereunder. Far East Energy Corporation (B) The Company shall pay to the Placement Agent (i) a cash placement fee upon each Closing, all fees as described in an amount equal to six percent (6%) of the aggregate offering price of the total amount of capital received by the Company from the sale of its Securities to investors introduced to the Company by the Placement Agent during the term of this Agreement (the “Placement Agent Fee”), and (ii) a 6% cash fee payable within three business days of (but only Section 1 in the event that at any time prior to the expiration of 12 months after the date of this Agreement, the Company consummates, or enters into an agreement (other than a service agreement with a placement agent, financial adviser, investment bank or similar service provider) that subsequently results in the consummation of) the receipt , a sale by the Company of any cash proceeds from the exercise its of any warrants issued in the Placement common stock, par value $0.001 per share (“Warrants Exercise FeeCommon Stock”) to persons or entities who or which satisfy clause (a) of the Warrants Exercise Fee shall be payable regardless definition of when Approved Counterparties under the warrants are exercised, even if such exercise occurs after the termination of this Agreement). Notwithstanding anything Engagement Letter. (C) Subject to the contrary in this Agreement, the compensation provided for in this Agreement shall be subject to such reduction as may be necessary for the compensation to comply compliance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110. (B) Upon each Closing5110(f)(2)(D), whether or not the Placement occurs, and in addition to the compensation described above in this Section 1, the Company shall also grant will reimburse the Placement Agent or Agent, upon its designees at request from time to time, for the Closing warrants properly incurred out-of-pocket expenses actually incurred by it in connection with its performance of services under this Agreement (including the “properly incurred fees and disbursements of the Placement Agent’s Warrants”) counsel), such amount not to purchase that number of shares of common stock exceed, in the aggregate, US$65,000 without the prior written consent of the Company (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provision of this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement. (D) In no event will the Placement Agent be responsible for expenses incurred in connection with the issue and sale of the Securities (including the fees and expenses of any counsel designated by potential investors to act for them). (E) The Company will pay to the Placement Agent, at a rate equal to twelve percent (12%) per year, a monthly late payment charge (the “SharesLate Payment Charge”) equal on the unpaid balance of any fees or expenses not timely paid in full. With respect to 6% of the aggregate number of Shares placed in the Placement. The Placement Agent Warrants shall include customary terms, such as anti-dilution and registration rights. The Exercise price for Placement Agent Warrants will be 120% of Purchase Price any unpaid portion of the Placement Fee, the Late Payment Charge will be computed from the date of the closing of the Placement, as applicable, until payment in full of such fees, and with respect to the Placement Agent will not have cashless exercise rights under such warrants; provided, that, if at the time unpaid portion of any exercise of the Placement Agent Warrants Agent’s expenses, the Company does not have an effective registration statement for Late Payment Charge will be computed from thirty (30) days after the issuance Company’s receipt of the warrant shares or the resale of the warrant shares, then the Placement Agent may exercise such warrants on a cashless basis. (C) The Placement Agent shall be entitled to a Placement Agent’s Fee, calculated invoice until payment in the manner provided in Section 1(A), with respect to any public or private offering or other financing or capital-raising transaction full of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom the Placement Agent had introduced to the Company during the Term, as defined below, if such Tail Financing is consummated at any time within the 12-month period following the Effective Date (the “Tail Period”). (The Placement Agent shall provide to the Company a list of investors it introduced to the Company. If an investor is not on the list, the Placement Agent shall not be compensated during the Tail Period)expenses.

COMPENSATION AND OTHER FEES. (A) As compensation for the Placement Agent’s services hereunder, the Company shall pay to the Placement Agent (i) a cash placement fee upon each Closing, in an amount equal to six eight percent (68%) of the aggregate offering price of the total amount of capital received by the Company from the sale of its Securities to investors introduced to the Company by the Placement Agent during the term of this Agreement (the “Placement Agent Fee”), and (ii) a 67% cash fee payable within three business days forty-eight (48) hours of (but only in the event of) the receipt by the Company of any cash proceeds from the exercise of any warrants issued in the Placement (“Warrants Exercise Fee”) (the Warrants Exercise Fee shall be payable regardless of when the warrants are exercised, even if such exercise occurs after the termination of this Agreement). Notwithstanding anything to the contrary in this Agreement, the compensation provided for in this Agreement shall be subject to such reduction as may be necessary for the compensation to comply with Financial Industry Regulatory Authority (“FINRA”) Rule 5110. (B) Upon each Closing, the Company shall also grant Placement Agent or its designees at the Closing warrants (the “Placement Agent’s Warrants”) to purchase that number of shares of common stock of the Company (“Shares”) equal to 6% seven percent (7%) of the aggregate number of Shares placed in the Placement. The Placement Agent Warrants shall include customary have the same terms, such as including exercise price, anti-dilution and registration rights. The Exercise price for Placement Agent Warrants will be 120% of Purchase Price of , as the Placement and warrants issued to the Placement Agent will not have cashless exercise rights under such warrants; provided, that, if at Investors in the time of any exercise of the Placement Agent Warrants the Company does not have an effective registration statement for the issuance of the warrant shares or the resale of the warrant shares, then the Placement Agent may exercise such warrants on a cashless basisPlacement. (C) The Placement Agent shall be entitled to a Placement Agent’s Fee, calculated in the manner provided in Section 1(A), with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom the Placement Agent had introduced to the Company during the Term, as defined below, if such Tail Financing is consummated at any time within the 12-month period following the Effective Closing Date (the “Tail Period”). (The Placement Agent shall provide to the Company a list of investors it introduced to the Company. If an investor is not on the list, the Placement Agent shall not be compensated during the Tail Period).

COMPENSATION AND OTHER FEES. As compensation for the services provided by the Placement Agents hereunder, the Company agrees as follows: (Aa) As compensation for services rendered, on the Closing Date the Company and Selling Stockholders shall (i) pay to the Lead Placement Agent by wire transfer of immediately available funds to an account or accounts designated by the Lead Placement Agent, a cash fee equal to five and one-half percent (5.5%) and a corporate finance fee of 1.5% of the gross proceeds (the “Placement Fee”) received by the Company and Selling Stockholders from the sale of the Securities on such Closing Date. (b) The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or reimburse if paid by the Placement AgentAgents all actual out-of-pocket costs and expenses incident to the performance of the obligations of the Company under this Agreement and in connection with the transactions contemplated hereby, including but not limited to costs and expenses of or relating to (i) the preparation, printing, filing, delivery and shipping of the Registration Statement the Time of Sale Disclosure Package, the Prospectus and Issuer Free Writing Prospectus, and any amendment or supplement to any of the foregoing and the printing and furnishing of copies of each thereof to the Placement Agents and dealers (including costs of mailing and shipment), (ii) the registration, issue, sale and delivery of the Securities including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Securities and the printing, delivery, and shipping of the certificates representing the Securities, (iii) the fees and expenses of any transfer agent or registrar, (iv) the filing fees required to be paid by the Placement Agents or the Company with FINRA, (v) reasonable fees and reasonable disbursements of counsel to the Company, (vi) listing fees, if any, (vii) reasonable fees and disbursements of the Company’s services hereunderauditor in preparing and delivering the letters required by Section 7(g), (viii) reasonable fees and disbursements of counsel to the Placement Agents, subject to the limitations set forth below, and (ix) all other costs and expenses to the performance of its obligations hereunder that are not otherwise specifically provided for herein. If this Agreement is terminated by the Placement Agents in accordance with the provisions of Section 7 or Section 10, the Company will reimburse the Placement Agents for all out-of-pocket disbursements (including, but not limited to, reasonable fees and disbursements of counsel, travel expenses, postage, facsimile and telephone charges) incurred by the Placement Agents in connection with its investigation, preparing to market and marketing the Securities or in contemplation of performing its obligations hereunder, subject to the limitations set forth below. Notwithstanding the foregoing, the expenses of the Placement Agents, which the Company shall pay be obligated to reimburse hereunder shall not exceed (A) $15,000 for all expenses other than attorneys fees and expenses and (B) $75,000 for the Placement Agents’ reasonable attorneys fees and expenses. In no event shall the total compensation payable to the Placement Agent and any other FINRA member or independent broker-dealer (iincluding any financial advisor) a cash placement fee upon each Closing, in an amount equal to six percent (6%) connection with the sale of the aggregate offering price Securities (including any expense reimbursement) exceed 8% of the total amount of capital gross proceeds received by the Company from the sale of its Securities to investors introduced to the Company by the Placement Agent during the term of this Agreement (the “Placement Agent Fee”), and (ii) a 6% cash fee payable within three business days of (but only in the event of) the receipt by the Company of any cash proceeds from the exercise of any warrants issued in the Placement (“Warrants Exercise Fee”) (the Warrants Exercise Fee shall be payable regardless of when the warrants are exercised, even if such exercise occurs after the termination of this Agreement). Notwithstanding anything to the contrary in this Agreement, the compensation provided for in this Agreement shall be subject to such reduction as may be necessary for the compensation to comply with Financial Industry Regulatory Authority (“FINRA”) Rule 5110Securities. (B) Upon each Closing, the Company shall also grant Placement Agent or its designees at the Closing warrants (the “Placement Agent’s Warrants”) to purchase that number of shares of common stock of the Company (“Shares”) equal to 6% of the aggregate number of Shares placed in the Placement. The Placement Agent Warrants shall include customary terms, such as anti-dilution and registration rights. The Exercise price for Placement Agent Warrants will be 120% of Purchase Price of the Placement and the Placement Agent will not have cashless exercise rights under such warrants; provided, that, if at the time of any exercise of the Placement Agent Warrants the Company does not have an effective registration statement for the issuance of the warrant shares or the resale of the warrant shares, then the Placement Agent may exercise such warrants on a cashless basis. (C) The Placement Agent shall be entitled to a Placement Agent’s Fee, calculated in the manner provided in Section 1(A), with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom the Placement Agent had introduced to the Company during the Term, as defined below, if such Tail Financing is consummated at any time within the 12-month period following the Effective Date (the “Tail Period”). (The Placement Agent shall provide to the Company a list of investors it introduced to the Company. If an investor is not on the list, the Placement Agent shall not be compensated during the Tail Period).

COMPENSATION AND OTHER FEES. (A) As compensation for the Placement Agent’s services hereunder, the Company shall pay to the Placement Agent (i) a cash placement fee upon each Closing, in an amount equal to six seven point five percent (67.5%) of the aggregate offering price of the total amount of capital received by the Company from the sale of its Securities to investors introduced to the Company by the Placement Agent during the term of this Agreement (the “Placement Agent Fee”), and (ii) a 6% cash fee payable within three business days of (but only in the event of) the receipt by the Company of any cash proceeds from the exercise of any warrants issued in the Placement (“Warrants Exercise Fee”) (the Warrants Exercise Fee shall be payable regardless of when the warrants are exercised, even if such exercise occurs after the termination of this Agreement). Notwithstanding anything to the contrary in this Agreement, the compensation provided for in this Agreement shall be subject to such reduction as may be necessary for the compensation to comply with Financial Industry Regulatory Authority (“FINRA”) Rule 5110. The Company agrees to reimburse the Placement Agent for all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, which will be Placement Agent’s counsel, it being agreed that such fees and expenses will be fixed at $15,000 only to be paid at Closing. The Company shall reimburse Placement Agent for its legal expenses in an amount of $25,000 only to be paid at Closing. (B) Upon each Closing, if and only if there are any warrants issued to Investor in connection with the transaction, the Company shall also grant Placement Agent Agent, or its designees designees, at the Closing warrants (the “Placement Agent’s Warrants”) to purchase that number of shares of common stock of the Company (“Shares”) Shares equal to eight percent (6% %) of the aggregate number of Shares placed in the Placement (or underlying any convertible Securities sold in the Placement) to the Investors, excluding any Shares issuable upon exercise of any warrants issued in the Placement. The Placement Agent Warrants shall include customary have the same terms, such as including exercise price, anti-dilution and registration rights. The Exercise price for Placement Agent Warrants will be 120% of Purchase Price of , as the Placement and warrants issued to the Placement Agent will not have cashless exercise rights under such warrants; providedInvestors in the Placement, that, if at the time of subject to any exercise of the Placement Agent Warrants the Company does not have an effective registration statement for the issuance of the warrant shares or the resale of the warrant shares, then the Placement Agent may exercise such warrants on a cashless basislimitations imposed by FINRA Rule 5110. (C) The Placement Agent shall be entitled to a Placement Agent’s Agent Fee, calculated in the manner provided in Section 1(A), with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom the Placement Agent had introduced to the Company during the Term, as defined belowTerm or any investors that participated in the Placement, if such Tail Financing is consummated at any time within the 12-month period following the Effective Date termination of this Agreement (the “Tail Period”). (The Placement Agent shall provide to the Company a list of investors it introduced to the Company. If an investor is not on the list, the Placement Agent shall not be compensated during the Tail Period).

COMPENSATION AND OTHER FEES. (A) As compensation for the services provided by the Placement Agent’s services Agent hereunder, the Company agrees to pay to the Placement Agent: (A) The fees set forth below with respect to the Placement: 1. A cash fee payable immediately upon the closing of the Placement and equal to 7% of the aggregate Gross Proceeds (as defined below) raised in the Placement; and 2. Such number of warrants (the “Placement Agent Warrants”) to the Placement Agent or its designees at the Closing to purchase shares of Common Stock equal to ten percent (10%) of the aggregate number of Shares sold in the Placement. The Placement Agent Warrants shall be exercisable for a five (5) year period following Closing Date, in whole or in part, at a price per share equal to one hundred and twenty-five (125%) percent of the Purchase Price for shares of common stock of the Company in the Placement. The Placement Agent Warrants shall have substantially the same terms and conditions as any warrants sold in the Placement. The Placement Agent Warrants shall not have anti-dilution protections and shall not be transferable for 180 days from the Closing Date of the Placement, except as permitted by FINRA Rule 5110, and further, the number of Shares underlying the Placement Agent Warrants and the exercise price thereof shall be reduced or otherwise adjusted, if necessary, to comply with FINRA rules or regulations. In the event consideration is to be paid in whole or in part by installment payments, the portion of the Placement Agent’s fee relating thereto shall be calculated and paid when and as such installment payments are made. Payment of the purchase price for, and delivery of, the Securities shall be made at a closing, each a “Closing Date” if in multiple closings, payable directly from the escrow account from U.S. Bank National Association, as provided herein. No Common Shares and Warrants which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Common Shares and Warrants shall have been delivered to the purchasers thereof against payment therefor by such purchaser. If the Company shall default in its obligations to deliver the Common Shares and Warrants to a purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim or damage incurred by the Placement Agent arising from or as a result of such default by the Company. For purposes hereof, “Gross Proceeds” shall mean the value of all cash proceeds received, directly or indirectly by the Company in connection with the Placement, directly or indirectly, from the sale or exchange of the Company’s securities issued in the Placement, including, without limitation, any amounts paid or received, or to be paid or received, pursuant to any employment agreement, consulting agreement, loan agreement, covenant not to compete, option, warrant, escrow payment or any amount payable in the future when such funds are paid to the Company, earn-out or contingent payment right or similar arrangement, agreement or understanding, whether oral or written, associated with such Placement, before the deduction of expenses related to such Placement, including but not limited to the fee payable to the Placement Agent. (B) The Company also agrees to pay to the Placement Agent (i) a cash placement fee upon each Closing, in an amount non-accountable expense allowance equal to six three percent (63%) of the aggregate offering price of the total amount of capital received by the Company from the sale of its Securities to investors introduced to the Company by Gross Proceeds raised in the Placement Agent during (provided, however, that such expense cap in no way limits or impairs the term indemnification and contribution provisions of this Agreement (the “Placement Agent Fee”Agreement), and (ii) a 6% cash fee . Such non-accountable expense allowance shall be payable within three business days of immediately upon (but only in the event of) the receipt by the Company closing of any cash proceeds from the exercise of any warrants issued in the Placement (“Warrants Exercise Fee”) (the Warrants Exercise Fee shall be payable regardless of when the warrants are exercised, even if such exercise occurs after the termination of this Agreement). Notwithstanding anything to the contrary in this Agreement, the compensation provided for in this Agreement shall be subject to such reduction as may be necessary for the compensation to comply with Financial Industry Regulatory Authority (“FINRA”) Rule 5110. (B) Upon each Closing, the Company shall also grant Placement Agent or its designees at the Closing warrants (the “Placement Agent’s Warrants”) to purchase that number of shares of common stock of the Company (“Shares”) equal to 6% of the aggregate number of Shares placed in the Placement. The Placement Agent Warrants Company shall include customary terms, such as anti-dilution and registration rights. The Exercise price for Placement Agent Warrants will be 120% of Purchase Price of the Placement and advance the Placement Agent will not have cashless exercise rights under such warrants; provided, that, if at the time sum of any exercise of $12,500 as an advance against the Placement Agent Warrants the Company does not have an effective registration statement for the issuance of the warrant shares or the resale of the warrant shares, then the Placement Agent may exercise such warrants on a cashless basisAgent’s actual outside legal expenses upon execution hereof. (C) The All compensation and expenses payable or reimbursable to the Placement Agent shall be entitled subject to a adjustment, in the discretion of the Placement Agent’s Fee, calculated in the manner provided in Section 1(A), order to comply with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom the Placement Agent had introduced to the Company during the Term, as defined below, if such Tail Financing is consummated at any time within the 12-month period following the Effective Date (the “Tail Period”). (The Placement Agent shall provide to the Company a list of investors it introduced to the Company. If an investor is not on the list, the Placement Agent shall not be compensated during the Tail Period)FINRA Rule 5110.

COMPENSATION AND OTHER FEES. (A) As compensation for the Placement Agent’s services hereunder, the Company shall pay to the Placement Agent (i) a cash placement fee upon each Closing, in an amount equal to six four point eight percent (64.8%) of the aggregate offering price of the total amount of capital received by the Company from the sale of its Securities to investors introduced to the Company by the Placement Agent during the term of this Agreement (the “Placement Agent Fee”), and (ii) a 6% cash fee payable within three business days of (but only in the event of) the receipt by the Company of any cash proceeds from the exercise of any warrants issued in the Placement (“Warrants Exercise Fee”) (the Warrants Exercise Fee shall be payable regardless of when the warrants are exercised, even if such exercise occurs after the termination of this Agreement). Notwithstanding anything to the contrary in this Agreement, the compensation provided for in this Agreement shall be subject to such reduction as may be necessary for the compensation to comply with Financial Industry Regulatory Authority (“FINRA”) Rule 5110. The Company agrees to reimburse the Placement Agent for all travel, due diligence, legal or related expenses, up to $15, 000 in the aggregate. (B) Upon each Closing, the Company shall also grant Placement Agent Agent, or its designees designees, at the Closing warrants (the “Placement Agent’s Warrants”) to purchase that number of shares of common stock of the Company (“Shares”) Shares equal to six percent (6% %) of the aggregate number of Shares placed in the Placement (or underlying any convertible Securities sold in the Placement, which shall be calculated based on the maximum number of Shares that may be issued to Investors in the Offering) to the Investors, excluding any Shares issuable upon exercise of any warrants issued in the Placement. The Placement Agent Warrants shall include customary have the same terms, such as including anti-dilution and registration rights. The Exercise , as the warrants issued to the Investors in the Placement, and shall have an exercise price for Placement Agent Warrants will be 120% of Purchase Price equal to the higher of the Placement and price per Share in the Placement Agent will not have cashless exercise rights under such warrants; provided, thatOffering or, if at applicable, the time exercise price of any exercise of warrants issued to Investors in the Placement Agent Warrants the Company does not have an effective registration statement for the issuance of the warrant shares or the resale of the warrant sharesOffering, then the Placement Agent may exercise such warrants on a cashless basissubject to any limitations imposed by FINRA Rule 5110. (C) The Placement Agent shall be entitled to a Placement Agent’s Agent Fee, calculated in the manner provided in Section 1(A) and (B), with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom the Placement Agent had introduced to contacted on behalf of the Company Company, or investors “wall-crossed” by the Placement Agent in connection with the Placement during the Term, as defined belowTerm , if such Tail Financing is consummated at any time within the 12-month period following the Effective Date termination of this Agreement (the “Tail Period”). (The Within 10 days after termination or expiration of this Agreement, Placement Agent shall will provide a written list of such investors Placement Agent had introduced or “wall-crossed” to the Company a list of investors it introduced to the Company. If an investor is not on the list, the Placement Agent shall not be compensated during the Tail Period)Term.

COMPENSATION AND OTHER FEES. (A) As compensation for the Placement Agent’s services hereunder, the Company shall pay to the Placement Agent (i) a cash placement fee upon each Closing, in an amount equal to six seven percent (67%) of the aggregate offering price of the total amount of capital received by the Company from the sale of its Securities to investors introduced to the Company by the Placement Agent during the term of this Agreement (the “Placement Agent Fee”), and (ii) a 6% cash fee payable within three business days of (but only in the event of) the receipt by the Company of any cash proceeds from the exercise of any warrants issued in the Placement (“Warrants Exercise Fee”) (the Warrants Exercise Fee shall be payable regardless of when the warrants are exercised, even if such exercise occurs after the termination of this Agreement). Notwithstanding anything to the contrary in this Agreement, the compensation provided for in this Agreement shall be subject to such reduction as may be necessary for the compensation to comply with Financial Industry Regulatory Authority (“FINRA”) Rule 5110. The Company agrees to reimburse the Placement Agent for all travel, due diligence or related expenses, up to $30,000 in the aggregate. In addition, the Company shall reimburse Placement Agent for its legal expense in an amount of $30,000. (B) Upon each Closing, the Company shall also grant Placement Agent Agent, or its designees designees, at the Closing warrants (the “Placement Agent’s Warrants”) to purchase that number of shares of common stock of the Company (“Shares”) Shares equal to 6% seven percent (7%) of the aggregate number of Shares placed in the Placement (or underlying any convertible Securities sold in the Placement, which shall be calculated based on the maximum number of Shares that may be issued to Investors in the Offering) to the Investors, excluding any Shares issuable upon exercise of any warrants issued in the Placement. The Placement Agent Warrants shall include customary have the same terms, such as including anti-dilution and registration rights. The Exercise , as the warrants issued to the Investors in the Placement, and shall have an exercise price for Placement Agent Warrants will be 120% of Purchase Price equal to the lesser of the Placement and price per Share in the Placement Agent will not have cashless exercise rights under such warrants; provided, thatOffering or, if at applicable, the time exercise price of any exercise of warrants issued to Investors in the Placement Agent Warrants the Company does not have an effective registration statement for the issuance of the warrant shares or the resale of the warrant sharesOffering, then the Placement Agent may exercise such warrants on a cashless basissubject to any limitations imposed by FINRA Rule 5110. (C) The Placement Agent shall be entitled to a Placement Agent’s Agent Fee, calculated in the manner provided in Section 1(A) and (B), with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom the Placement Agent had introduced to contacted on behalf of the Company Company, or investors “wall-crossed” by the Placement Agent in connection with the Placement during the Term, as defined below, if such Tail Financing is consummated at any time within the 12-month period following the Effective Date termination of this Agreement (the “Tail Period”). (The Within 10 days after termination or expiration of this Agreement, Placement Agent shall will provide a written list of such investors Placement Agent had introduced or “wall-crossed” to the Company a list of investors it introduced to the Company. If an investor is not on the list, the Placement Agent shall not be compensated during the Tail Period)Term.

COMPENSATION AND OTHER FEES. (A) As compensation for the Placement Agent’s services hereunder, the Company shall pay to the Placement Agent (i) a cash placement fee upon each Closing, in an amount equal to six four point eight percent (64.8%) of the aggregate offering price of the total amount of capital received by the Company from the sale of its Securities to investors introduced to the Company by the Placement Agent during the term of this Agreement (the “Placement Agent Fee”), and (ii) a 6% cash fee payable within three business days of (but only in the event of) the receipt by the Company of any cash proceeds from the exercise of any warrants issued in the Placement (“Warrants Exercise Fee”) (the Warrants Exercise Fee shall be payable regardless of when the warrants are exercised, even if such exercise occurs after the termination of this Agreement). Notwithstanding anything to the contrary in this Agreement, the compensation provided for in this Agreement shall be subject to such reduction as may be necessary for the compensation to comply with Financial Industry Regulatory Authority (“FINRA”) Rule 5110. The Company agrees to reimburse the Placement Agent for all travel, due diligence, legal or related expenses, up to $15, 000 in the aggregate. (B) Upon each Closing, the Company shall also grant Placement Agent Agent, or its designees designees, at the Closing warrants (the “Placement Agent’s Warrants”) to purchase that number of shares of common stock of the Company (“Shares”) Shares equal to 6% three percent (3%) of the aggregate number of Shares placed in the Placement (or underlying any convertible Securities sold in the Placement, which shall be calculated based on the maximum number of Shares that may be issued to Investors in the Offering) to the Investors, excluding any Shares issuable upon exercise of any warrants issued in the Placement. The Placement Agent Warrants shall include customary have the same terms, such as including anti-dilution and registration rights. The Exercise , as the warrants issued to the Investors in the Placement, and shall have an exercise price for Placement Agent Warrants will be 120% of Purchase Price equal to the higher of the Placement and price per Share in the Placement Agent will not have cashless exercise rights under such warrants; provided, thatOffering or, if at applicable, the time exercise price of any exercise of warrants issued to Investors in the Placement Agent Warrants the Company does not have an effective registration statement for the issuance of the warrant shares or the resale of the warrant sharesOffering, then the Placement Agent may exercise such warrants on a cashless basissubject to any limitations imposed by FINRA Rule 5110. (C) The Placement Agent shall be entitled to a Placement Agent’s Agent Fee, calculated in the manner provided in Section 1(A) and (B), with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom the Placement Agent had introduced to contacted on behalf of the Company Company, or investors “wall-crossed” by the Placement Agent in connection with the Placement during the Term, as defined belowTerm , if such Tail Financing is consummated at any time within the 12-month period following the Effective Date termination of this Agreement (the “Tail Period”). (The Within 10 days after termination or expiration of this Agreement, Placement Agent shall will provide a written list of such investors Placement Agent had introduced or “wall-crossed” to the Company a list of investors it introduced to the Company. If an investor is not on the list, the Placement Agent shall not be compensated during the Tail Period)Term.

COMPENSATION AND OTHER FEES. (A) As compensation for the Placement Agent’s services hereunder, the Company shall pay to the Placement Agent (i) a cash placement fee upon each Closing, in an amount equal to six five percent (65%) of the aggregate offering price of the total amount of capital received by the Company from the sale of its Securities to investors Investors introduced to the Company by the Placement Agent during the term of this Agreement (the “Placement Agent Fee”), and (ii) a 6% cash fee payable within three business days of (but only in the event of) the receipt by the Company of any cash proceeds from the exercise of any warrants issued in the Placement (“Warrants Exercise Fee”) (the Warrants Exercise Fee shall be payable regardless of when the warrants are exercised, even if such exercise occurs after the termination of this Agreement). Notwithstanding anything to the contrary in this Agreement, the compensation provided for in this Agreement shall be subject to such reduction as may be necessary for the compensation to comply with Financial Industry Regulatory Authority (“FINRA”) Rule 5110. (B) Upon each Closing, the Company shall also grant Placement Agent or its designees at the Closing warrants (the “Placement Agent’s Warrants”) to purchase that number of shares of common stock of the Company (“Shares”) Shares equal to 6% five percent (5%) of the aggregate number of Shares placed in the Placement (or underlying any convertible Securities sold in the Placement) to the Investors, excluding any Shares issuable upon exercise of any warrants issued in the Placement. The Placement Agent Warrants shall include customary terms, such as anti-dilution protection to the extent permitted by FINRA Rule 5110 and registration rights. The Exercise exercise price for Placement Agent Warrants will be 120% of Purchase Price of the Placement and the Placement Agent will not have cashless exercise rights under such warrants; provided, that, if at the time of any exercise of the Placement Agent Warrants the Company does not have an effective registration statement for the issuance of the warrant shares or the resale of the warrant shares, then the Placement Agent may exercise such warrants on a cashless basis. (C) The Placement Agent shall be entitled to a Placement Agent’s Agent Fee, calculated in the manner provided in Section 1(A), with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom the Placement Agent had introduced to the Company during the Term, as defined below, if such Tail Financing is consummated at any time within the 12-month period following the Effective Date termination of this Agreement (the “Tail Period”). (The Placement Agent shall provide Notwithstanding anything to the Company a list of investors it introduced to the Company. If an investor is not on the listcontrary in this Agreement, the Placement Agent compensation provided for in this Agreement shall not be compensated during subject to such reduction as may be necessary for the Tail Period)compensation to comply with FINRA Rule 5110.

COMPENSATION AND OTHER FEES. (A) As compensation for the Placement Agent’s services hereunder, the Company shall pay to the Placement Agent (i) a cash placement fee upon each Closing, in an amount equal to six eight percent (67.5%) of the aggregate offering price of the total amount of capital received by the Company from the sale of its Securities to investors introduced to the Company by the Placement Agent during the term of this Agreement (the “Placement Agent Fee”), and (ii) a 6% cash fee payable within three business days of (but only in the event of) the receipt by the Company of any cash proceeds from the exercise of any warrants issued in the Placement (“Warrants Exercise Fee”) (the Warrants Exercise Fee shall be payable regardless of when the warrants are exercised, even if such exercise occurs after the termination of this Agreement). Notwithstanding anything to the contrary in this Agreement, the compensation provided for in this Agreement shall be subject to such reduction as may be necessary for the compensation to comply with Financial Industry Regulatory Authority (“FINRA”) Rule 5110. The Company agrees to reimburse (at Closing) the Placement Agent and Investors for all travel, due diligence or related expenses, up to $20,000 in the aggregate. In addition, the Company shall reimburse Placement Agent for its legal expenses in an amount of $25,000. (B) Upon each Closing, the Company shall also grant Placement Agent Agent, or its designees designees, at the Closing warrants (the “Placement Agent’s Warrants”) to purchase that number of shares of common stock of the Company (“Shares”) Shares equal to 6% eight percent (8%) of the aggregate number of Shares placed in the Placement (or underlying any convertible Securities sold in the Placement, which shall be calculated based on the maximum number of Shares that may be issued to Investors in the Offering) to the Investors, excluding any Shares issuable upon exercise of any warrants issued in the Placement. The Placement Agent Warrants shall include customary have the same terms, such as including anti-dilution and registration rights. The Exercise price for Placement Agent Warrants will be 120% of Purchase Price of , as the Placement warrants issued to the Investors in the Placement, and the Placement Agent will not have cashless exercise rights under such warrants; providedin addition, that, if at the time of any exercise of the Placement Agent Warrants the Company does not shall have an effective registration statement for exercise price equal to the issuance price per Share in the Offering or, if applicable, the exercise price of any warrants issued to Investors in the warrant shares or the resale of the warrant sharesOffering, then the Placement Agent may exercise such warrants on a cashless basissubject to any limitations imposed by FINRA Rule 5110. (C) The Placement Agent shall be entitled to a Placement Agent’s Agent Fee, calculated in the manner provided in Section 1(A) and (B), with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom the Placement Agent had introduced to the Company during the Term (provided that such investors are included in a list to be provided by the Placement Agent at the end of the Term, as defined below) or any investors that participated in the Placement, if such Tail Financing is consummated at any time within the 126-month period following the Effective Date termination of this Agreement (the “Tail Period”). (The Placement Agent shall provide to the Company a list of investors it introduced to the Company. If an investor is not on the list, the Placement Agent shall not be compensated during the Tail Period).

COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxx hereunder, the Company agrees as follows: (A) As compensation for services rendered, on the Placement Agent’s services hereunder, Closing Date the Company shall (i) pay to the Placement Agent (i) by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, a cash placement fee upon each Closing, in an amount (the “Placement Agent’s Fee”) equal to six seven percent (67.0%) of the aggregate offering price of the total amount of capital gross proceeds received by the Company from the sale of its Securities to investors introduced to the Company Shares and Warrants on such Closing Date. (B) The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or reimburse if paid by the Placement Agent during all actual out-of-pocket costs and expenses incident to the term performance of the obligations of the Company under this Agreement and in connection with the transactions contemplated hereby, including but not limited to costs and expenses of or relating to (i) the “preparation, printing, filing, delivery and shipping of the Registration Statement and the Prospectus Supplement, and any amendment or supplement to any of the foregoing and the printing and furnishing of copies of each thereof to the Placement Agent Fee”and dealers (including costs of mailing and shipment), and (ii) a 6% cash fee the registration, issue, sale and delivery of the Securities including any stock or transfer taxes and stamp or similar duties payable within three business days upon the sale, issuance or delivery of the Securities and the printing, delivery, and shipping of the certificates representing the Securities, (but only in the event ofiii) the receipt fees and expenses of any transfer agent or registrar for the Shares and Warrant Shares, (iv) the filing fees required to be paid by the Placement Agent or the Company of any cash proceeds from with the exercise of any warrants issued in the Placement (“Warrants Exercise Fee”) (the Warrants Exercise Fee shall be payable regardless of when the warrants are exercised, even if such exercise occurs after the termination of this Agreement). Notwithstanding anything to the contrary in this Agreement, the compensation provided for in this Agreement shall be subject to such reduction as may be necessary for the compensation to comply with Financial Industry Regulatory Authority (“FINRA”) Rule 5110. (Bincluding all COBRADesk fees), (v) Upon each Closingfees, the Company shall also grant Placement Agent or its designees at the Closing warrants (the “Placement Agent’s Warrants”) disbursements and other charges of counsel to purchase that number of shares of common stock of the Company (“Shares”vi) equal to 6% listing fees, if any, for the listing or quotation of the aggregate number of Shares placed in and Warrant Shares on the Placement. The Placement Agent Warrants shall include customary termsNYSE Amex, such as anti-dilution (vii) fees and registration rights. The Exercise price for Placement Agent Warrants will be 120% of Purchase Price disbursements of the Placement Company’s auditor, and (viii) reasonable fees and disbursements of counsel to the Placement Agent will not have cashless exercise rights under such warrants; providedAgent. Notwithstanding the foregoing, that, if at the time of any exercise expenses of the Placement Agent Warrants (other than the filing fees set forth in clause (iv) above), including attorneys fees and expenses, which the Company does shall be obligated to reimburse hereunder shall not have exceed the lesser of (x) an effective registration statement for amount equal to $25,000 in the issuance aggregate or (y) eight percent (8%) of the warrant shares or gross proceeds received by the resale Company from the sale of the warrant sharesSecurities, then less the Placement Agent may exercise such warrants on a cashless basis. (C) The Placement Agent shall be entitled to a Placement Agent’s Fee, calculated in the manner provided in Section 1(A), with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom Fee if the Placement Agent had introduced to the Company during the Term, as defined below, if such Tail Financing is consummated at any time within the 12-month period following the Effective Date (the “Tail Period”). (The Placement Agent shall provide to the Company a list of investors it introduced to the Company. If an investor is not on the list, the Placement Agent shall not be compensated during the Tail Period)consummated.

COMPENSATION AND OTHER FEES. (A) As compensation for the Placement Agent’s services provided by Shoreline hereunder, the Company shall agrees to pay to Shoreline: (A) Fees. The fees set forth below with respect to the Placement: 1. A cash fee payable immediately upon the closing of the Placement Agent (i) a cash placement fee upon each Closing, in an amount and equal to six percent (6%) % of the aggregate offering price of gross proceeds raised in the total amount of capital received by Placement. In the event the Company receives a request from an existing shareholder to participate in the sale offering. Shoreline agrees that unless the offering is otherwise fully subscribed or participation would not be acceptable to any significant institutional participant in the offering, such shareholder may participate and no fees will be charged on such participation. 2. Such number of its Securities to investors introduced to the Company by the Placement Agent during the term of this Agreement warrants (the “Placement Agent FeeShoreline Warrants”), and (ii) a 6to Shoreline or its designees at the Closing to purchase shares of Common Stock equal to 4% cash fee payable within three business days of (but only in the event of) the receipt by the Company aggregate number of any cash proceeds from the exercise of any warrants issued Shares sold in the Placement (“excluding Shares sold to existing shareholders, as to which no fees are payable pursuant to Section 1 (A) 1 above). The Shoreline Warrants Exercise Fee”) (shall have the Warrants Exercise Fee same terms as the warrants issued to the Purchasers in the Placement except that the exercise price shall be payable regardless 125% of when the warrants are exercised, even if such exercise occurs after public offering price per share and shall have an expiration date of 5 years from the termination effective date of this Agreement)the Registration Statement. Notwithstanding anything to The Shoreline Warrants shall not have anti-dilution protections or be transferable for six months from the contrary in this Agreement, date of the compensation provided for in this Agreement shall be subject to such reduction Offering except as may be necessary for the compensation to comply with permitted by Financial Industry Regulatory Authority (“FINRA”) Rule 5110. (B) Upon each Closing, and further, the Company shall also grant Placement Agent or its designees at the Closing warrants (the “Placement Agent’s Warrants”) to purchase that number of shares of common stock of the Company (“Shares”) equal to 6% of the aggregate number of Shares placed in underlying the PlacementShoreline Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 3. The Placement Agent Warrants Company reserves the right to discuss this placement directly with any parties who have approached the Company prior to the execution of this agreement and Shoreline agrees that it will assist the Company in closing a transaction with such a party or parties if the Company deems that appropriate, in which event the fees payable to Shoreline shall include customary terms, such be reduced by 50% as anti-dilution and registration rights. The Exercise price for Placement Agent Warrants will be 120% of Purchase Price to that portion of the Placement and offering subscribed by such parties. Company will not, however, directly solicit or discuss this offering directly with any party that has not prior to the Placement Agent will not have cashless exercise rights under such warrants; provided, that, if at date hereof approached the time of any exercise Company in response to the filing of the Placement Agent Warrants the Company does not have an effective registration statement for the issuance of the warrant shares or the resale of the warrant shares, then the Placement Agent may exercise such warrants on a cashless basisRegistration Statement. (C) The Placement Agent shall be entitled to a Placement Agent’s Fee, calculated in the manner provided in Section 1(A), with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom the Placement Agent had introduced to the Company during the Term, as defined below, if such Tail Financing is consummated at any time within the 12-month period following the Effective Date (the “Tail Period”). (The Placement Agent shall provide to the Company a list of investors it introduced to the Company. If an investor is not on the list, the Placement Agent shall not be compensated during the Tail Period).

COMPENSATION AND OTHER FEES. (A) As compensation for the services provided by Hxxxxx Securities hereunder, the Company agrees to pay to Hxxxxx Securities a cash fee equal to 7% of the aggregate purchase price paid by each Purchaser of Securities in the Placement Agent’s services hereunderthat was introduced to the Company by Hxxxxx Securities. In addition, the Company shall pay to Hxxxxx Securities a cash fee equal to the sum of (x) 3% of the aggregate purchase price paid by the Purchasers that are as of the Closing Date an existing investor in the Company (the “Existing Investors”) and that are separately designated and agreed to in writing by the Company and the Placement Agent (ithe “Specified Investors,” and such aggregate purchase price, the “Specified Investors Investment”), (y) a cash placement fee upon each Closing, in an amount equal to six percent (6%) 4% of the aggregate offering purchase price paid by the Existing Investors to the extent such amount exceeds the Specified Investors Investment and is less than or equal to $2,000,000, (y) 7% of the total amount of capital received aggregate purchase price paid by the Company from the sale of its Securities to investors introduced Existing Investors to the Company by extent such amount exceeds the Placement Agent during greater of $2,000,000 and the term Specified Investors Investment. For the purposes of this Agreement (the “Placement Agent Fee”)Agreement, and (ii) a 6% cash fee payable within three business days any Purchaser of (but only in the event of) the receipt by the Company of any cash proceeds from the exercise of any warrants issued Securities in the Placement (“Warrants Exercise Fee”) (who purchased securities in the Warrants Exercise Fee Company’s public offering of November 3, 2010 who was not deemed to be an Existing Investor for purposes of that offering, shall also not be deemed an Existing Investor for purposes of the Placement. Such fees shall be payable regardless paid immediately on the Closing Date from the gross proceeds of when the warrants are exercised, even if such exercise occurs after Securities sold in the termination of this Agreement). Notwithstanding anything to the contrary in this Agreement, the compensation provided for in this Agreement shall be subject to such reduction as may be necessary for the compensation to comply with Financial Industry Regulatory Authority (“FINRA”) Rule 5110Placement. (B) Upon each Closing, The Company also agrees in the Company shall also grant event of a successful Placement Agent or its designees at the Closing warrants to pay to Hxxxxx Securities a cash amount (the “Placement Agent’s Warrants”) to purchase that number of shares of common stock of the Company (“SharesNon-Accountable Expense Allowance”) equal to 61% of the aggregate number purchase price paid by each Purchaser by way of Shares placed a non-accountable expense allowance not to exceed $50,000. The Non-Accountable Expense Allowance shall be paid at the Closing from the gross proceeds of the Securities sold in the Placement. The Placement Agent Warrants shall include customary terms, such In the event this Agreement terminates as anti-dilution and registration rights. The Exercise price for Placement Agent Warrants will be 120% a result of Purchase Price expiration of the Placement and the Placement Agent will not have cashless exercise rights under such warrants; provided, that, if at the time of any exercise of the Placement Agent Warrants the Company does not have an effective registration statement for the issuance of the warrant shares or the resale of the warrant shares, then the Placement Agent may exercise such warrants on a cashless basis. (C) The Placement Agent shall be entitled to a Placement Agent’s Fee, calculated in the manner provided in Section 1(A), with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom the Placement Agent had introduced to the Company during the Term, as defined below, if such Tail Financing is consummated at any time within the 12-month period following the Effective Date (the “Tail Period”). (The Placement Agent shall provide to the Company a list of investors it introduced agrees to the Company. If reimburse Hxxxxx Securities for all accountable out-of-pocket costs and expenses incurred in an investor is amount not on the listto exceed $25,000, the Placement Agent shall not be compensated during the Tail Period)subject to any limitation imposed by FINRA Rule 5110.