Common use of COMPENSATION AND OTHER FEES Clause in Contracts

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 that 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) 4% of the aggregate purchase price paid by each Purchaser of Securities in the Placement that is as of the Closing Date an existing investor (or an affiliate thereof) in the Company (the “Existing Investors”) up to an aggregate investment by the Existing Investors of $2,000,000, and (y) 7% of the aggregate purchase price paid by Existing Investors for the purchase of more than $2,000,000 of Securities in the Placement. Such fees shall be paid immediately on the Closing Date from the gross proceeds of the Securities sold in the Placement. (B) The Company also agrees in the event of a successful Placement to pay to Hxxxxx Securities a cash amount (the “Non-Accountable Expense Allowance”) equal to 1% of the aggregate purchase price paid by each Purchaser by way of a non-accountable expense allowance. The Non-Accountable Expense Allowance shall be paid at the Closing from the gross proceeds of the Securities sold in the Placement. In the event this Agreement terminates as a result of expiration of the Term or is terminated by the Company without a successful Placement having occurred, the Company agrees to reimburse Hxxxxx Securities for all accountable out-of-pocket costs and expenses incurred in an amount not to exceed $50,000, subject to any limitation imposed by FINRA Rule 5110.

COMPENSATION AND OTHER FEES. (A) As compensation for the services provided by Hxxxxx Securities Xxxxxx hereunder, the Company agrees to pay to Hxxxxx Securities a Xxxxxx the fees set forth below with respect to the Placement: 1. 1. A cash fee payable immediately upon the closing of the Placement and equal to 74.5% of the aggregate purchase price paid gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by each Purchaser the Company of Securities any proceeds from the exercise of the warrants or options (the “Warrants”), if any, sold in the Placement that was introduced to are solicited by the Company by Hxxxxx Securities. In addition, the Company shall pay to Hxxxxx Securities a cash fee Placement Agent and otherwise in compliance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110 equal to the sum of (x) 45% of the aggregate purchase cash exercise price paid received by each Purchaser of Securities in the Placement that is as of the Closing Date an existing investor (or an affiliate thereof) in the Company upon such exercise, if any (the “Existing InvestorsWarrant Solicitation Fee”), provided, however, the Warrant Solicitation Fee shall be reduced (before any reduction to the expense reimbursement to Xxxxxx in Section B below) up to an the extent (and only to the extent) that Xxxxxx’x aggregate investment by compensation for the Existing Investors of $2,000,000Placement, and (y) 7as determined under FINRA Rule 5110, would otherwise exceed 8% of the aggregate purchase price paid by Existing Investors for the purchase of more than $2,000,000 of Securities gross proceeds raised in the Placement. Such fees determination of the actual Warrant Solicitation Fee shall be paid immediately on the Closing Date from the gross proceeds made promptly following completion of the Securities sold Placement and communicated in writing to the PlacementCompany. (B) The Company also agrees in the event to reimburse Xxxxxx’x expenses (with supporting invoices/receipts) up to a maximum of a successful Placement to pay to Hxxxxx Securities a cash amount (the “Non-Accountable Expense Allowance”) equal to 10.8% of the aggregate purchase price paid by each Purchaser by way of a non-accountable expense allowancegross proceeds raised in the placement, but in no event more than $50,000. The Non-Accountable Expense Allowance Such reimbursement shall be paid at payable within five business days after (but only in the Closing from event of) the gross proceeds closing of the Securities sold in the Placement. In the event this Agreement terminates as a result of expiration of the Term or is terminated by the Company without a successful Placement having occurred, the Company agrees to reimburse Hxxxxx Securities for all accountable out-of-pocket costs and expenses incurred in an amount not to exceed $50,000, subject to any limitation imposed by FINRA Rule 5110.

COMPENSATION AND OTHER FEES. (A) As compensation for the services provided by Hxxxxx Securities hereunderXxxxxx xxxxxxxxx, the Company agrees to pay to Hxxxxx Securities a Xxxxxx: (A) The fees set forth below with respect to the Placement: a) A cash fee payable immediately upon the closing of the Placement and equal to 75% of the aggregate purchase price paid by each Purchaser gross proceeds raised in the Placement (excluding any proceeds from the sale of Securities in the Placement to Azimuth Opportunity Ltd. or any affiliate thereof (“Azimuth Securities”)). b) Warrants to purchase that was introduced to the Company by Hxxxxx Securities. In addition, the Company shall pay to Hxxxxx Securities a cash fee number of shares of Common Stock equal to the sum of (x) 45% of the aggregate purchase price paid by each Purchaser number of Securities Shares sold in the Placement that is (excluding the Azimuth Securities). Such warrants shall have the same terms as of the Closing Date an existing investor warrants (or an affiliate thereofif any) issued to the Purchasers in the Company (the “Existing Investors”) up to an aggregate investment Placement except that such warrants shall not be transferable except as permitted by the Existing Investors of $2,000,000, and (y) 7% of the aggregate purchase price paid by Existing Investors for the purchase of more than $2,000,000 of Securities in the Placement. Such fees shall be paid immediately on the Closing Date from the gross proceeds of the Securities sold in the PlacementNASD Rule 2710. (B) The fees set forth below if there is any financing of equity or debt or other capital raising activity of the Company also agrees in the event of (a successful Placement to pay to Hxxxxx Securities a cash amount (the “Non-Accountable Expense AllowanceFinancing”) within 12 months after the expiration or termination of this Agreement with any investors that were directly introduced to the Company by Xxxxxx pursuant to this Agreement: a) A cash fee payable immediately upon the closing of any portion of any Financing and equal to 15% of the aggregate gross proceeds raised in such Financing from such investors. 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000  Tel:: 000 000 0000 Fax:: 000 000 0000 xxx.xxxxxxxxxxxxxxxx.xxx  Member: FINRA, SIPC b) Warrants to purchase price paid that number of Shares equal to 5% of the aggregate number of shares of Common Stock sold in the Financing to such investors. Such warrants shall have the same terms as the warrants (if any) issued to such investors in the Financing. (C) In addition to any fees payable to Xxxxxx hereunder, whether or not a Placement is consummated, the Company hereby agrees to reimburse Xxxxxx for all reasonable travel and other out-of-pocket expenses incurred in connection with Xxxxxx’x engagement, including the reasonable fees and expenses of Xxxxxx’x counsel. Such reimbursement shall be limited to $50,000 without prior written approval by each Purchaser by way of a non-accountable expense allowance. The Non-Accountable Expense Allowance the Company and shall be paid at the Closing from the gross proceeds of the Securities sold in the Placement. In the event this Agreement terminates as a result of expiration of the Term or is terminated by the Company without a successful Placement having occurred, the Company agrees to reimburse Hxxxxx Securities for all accountable out-of-pocket costs and expenses incurred in an amount not to exceed $50,000, subject to any limitation imposed by FINRA Rule 5110sold.

COMPENSATION AND OTHER FEES. (A) As compensation for the services provided by Hxxxxx Securities Xxxxxx hereunder, the Company agrees to pay to Hxxxxx Securities a Xxxxxx the fees set forth below with respect to the Placement: 1. 1. A cash fee payable immediately upon the closing of the Placement and equal to 75% of the aggregate purchase price paid gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by each Purchaser the Company of Securities any proceeds from the exercise of the warrants or options (the “Warrants”), if any, sold in the Placement that was introduced to are solicited by the Company by Hxxxxx Securities. In addition, the Company shall pay to Hxxxxx Securities a cash fee Placement Agent and otherwise in compliance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110 equal to the sum of (x) 45% of the aggregate purchase cash exercise price paid received by each Purchaser of Securities in the Placement that is as of the Closing Date an existing investor (or an affiliate thereof) in the Company upon such exercise, if any (the “Existing InvestorsWarrant Solicitation Fee”), provided, however, the Warrant Solicitation Fee shall be reduced (before any reduction to the expense reimbursement to Xxxxxx in Section B below) up to an the extent (and only to the extent) that Xxxxxx’x aggregate investment by compensation for the Existing Investors of $2,000,000Placement, and (y) 7as determined under FINRA Rule 5110, would otherwise exceed 8% of the aggregate purchase price paid by Existing Investors for the purchase of more than $2,000,000 of Securities gross proceeds raised in the Placement. Such fees determination of the actual Warrant Solicitation Fee shall be paid immediately on the Closing Date from the gross proceeds made promptly following completion of the Securities sold Placement and communicated in writing to the PlacementCompany. (B) The Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees in the event of a successful Placement to pay to Hxxxxx Securities a cash amount (the “Non-Accountable Expense Allowance”) equal to 1% of the aggregate purchase price paid by each Purchaser by way of a non-accountable expense allowance. The Non-Accountable Expense Allowance shall be paid at the Closing from the gross proceeds of the Securities sold in the Placement. In the event this Agreement terminates as a result of expiration of the Term or is terminated by the Company without a successful Placement having occurred, the Company agrees to reimburse Hxxxxx Securities for all accountable Xxxxxx’x out-of-pocket costs and accountable expenses actually incurred by Xxxxxx or persons associated with Xxxxxx (with supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in an amount not to exceed the placement, but in no event more than $50,000, subject to any limitation imposed by FINRA Rule 5110. Such reimbursement shall be payable within five business days after (but only in the event of) the closing of the Placement.

COMPENSATION AND OTHER FEES. (A) As compensation for the services provided by Hxxxxx Securities the Lead Manager hereunder, the Company agrees to pay to Hxxxxx Securities a the Lead Manager: (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 7% seven percent (7.0%) of the aggregate purchase price paid by each Purchaser of Securities gross proceeds raised in the Placement that 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) 4% of the aggregate purchase price paid by each Purchaser of Securities in the Placement that is as of the Closing Date an existing investor (or an affiliate thereof) in the Company including any over-allotment subscription (the “Existing InvestorsCash Fee”) up to an aggregate investment by the Existing Investors of $2,000,000, and (y) 7% of the aggregate purchase price paid by Existing Investors for the purchase of more than $2,000,000 of Securities in the Placement). Such fees The Lead Manager’s Fees shall be paid immediately on at the Closing Date closing of the Placement (the “Closing”) through a third party escrow agent from the gross proceeds of the Securities sold sold. b) Section intentionally left blank c) Upon the execution of this Agreement, the Company shall pay to the Lead Manager $25,000 (by check or wire transfer of immediately available funds) as an expense advance (the “Advance”) to be applied towards the Cash Fee. In the event the offering is terminated, any unused portion of the Advance delivered to Maxim will be returned to the extent such out-of-pocket accountable expenses are not actually incurred in the Placementaccordance with FINRA Rule 5110(f)(2)(C). (B) Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company agrees to reimburse Maxim all travel and other out-of-pocket expenses, including the reasonable fees, costs and disbursements of its legal counsel which shall be limited to, in the aggregate, $100,000. The Company also agrees in the event of a successful Placement to pay to Hxxxxx Securities a cash amount (the “Non-Accountable Expense Allowance”) equal to 1% will reimburse Maxim directly out of the aggregate purchase price paid by each Purchaser by way closing of a non-accountable expense allowance. The Non-Accountable Expense Allowance shall be paid at the Closing from the gross proceeds of the Securities sold in the Placement. In the event that this Agreement terminates as a result of expiration shall terminate prior to the consummation of the Term or is terminated by the Company without a successful Placement having occurredPlacement, the Company agrees Maxim shall be entitled to reimburse Hxxxxx Securities reimbursement for all accountable out-of-pocket costs and its actual expenses; provided, however, that such expenses incurred in an amount shall not to exceed $50,00025,000 (inclusive of the Advance), subject to any limitation imposed by FINRA Rule 5110.in the aggregate. iFresh Inc. March 26, 2018 Page 3