Common use of Compensation of Placement Agent Clause in Contracts

Compensation of Placement Agent. The Investor acknowledges that it is aware that the Placement Agent will receive from the Company, in consideration for its services as financial advisor and placement agent in respect of the transactions contemplated hereby: (a) a placement agent success fee, in each case payable in cash, equal to: (i) 7.0% of the Purchase Price of the Units sold at each Closing to potential or actual Investors sourced by the Placement Agent (“Taglich Investors”) and (ii) either (x) 3.5% of the Purchase Price of the Units sold at each Closing to Investors already known to the Company and disclosed in writing to the Placement Agent prior to the commencement of the offering contemplated by this Agreement (“Company Investors”), if the Placement Agent informs the Company that Taglich Investors are prepared to subscribe for (whether or not the Company accepts such subscription) Units with an aggregate Purchase Price of $2.0 million or (y) 7.0 % of the Purchase Price of the Units sold at each Closing to Company Investors, if the Placement Agent informs the Company that Taglich Investors are prepared to subscribe for (whether or not the Company accepts such subscription) Units with an aggregate Purchase Price of $3.0 million; (b) an expense allowance, which shall include reimbursement of legal expenses incurred in connection with the transactions contemplated hereby, not to exceed $25,000 without the Company’s approval, payable in cash; and (c) three-year warrants (the “Agent Warrants”) to purchase such number of shares of the Company’s Common Stock equal to: (i) 8.0% of the number of Note Shares initially underlying the Notes sold to Taglich Investors plus (ii) either (x) 4.0% of the number of Note Shares initially underlying the Notes sold to Company Investors, if the Placement Agent informs the Company that Taglich Investors are prepared to subscribe for (whether or not the Company accepts such subscription) Units with an aggregate Purchase Price of $2.0 million or (y) 8.0 % of the number of Note Shares initially underlying the Notes sold to Company Investors, if the Placement Agent informs the Company that Taglich Investors are prepared to subscribe for (whether or not the Company accepts such subscription) Units with an aggregate Purchase Price of $3.0 million The Agent Warrants shall have an exercise price per share equal to the ten day average of the closing price of the Company’s Common Stock as reported by OTC Markets (found at xxx.xxxxxxxxxx.xxx) on immediately prior to the date of the initial closing. In the case of clauses 9.1(a)(ii) and 9.1(c)(ii), if subscriptions from Taglich Investors cross the applicable thresholds for additional success fees and/or Agent Warrants relating to Company Investors after Closings for such Company Investors at which Taglich was not awarded the success fee or Agent Warrants merited by reaching such thresholds, then the additional success fees and Agent Warrants owed as a result of crossing such thresholds shall be made up when such thresholds are surpassed.

Compensation of Placement Agent. The Investor acknowledges that it is aware that As compensation for its services rendered as Placement Agent under this Agreement, the Placement Agent will shall receive from the Company, in consideration for its services as financial advisor and placement agent in respect of the transactions contemplated herebyfollowing compensation: (a) A sales commission equal to ten percent (10%) of the aggregate Gross Proceeds (as hereinafter defined) of the Units, payable by deducting the sales commission from the Gross Proceeds received for the Units on the Initial Closing Date and each Additional Closing Date (of which Fifteen Thousand Dollars ($15,000) has been paid and will be credited against amounts payable at the Initial Closing); and (b) Up to 697,500 Warrants (the "Placement Agent Warrants") each to purchase one share of Common Stock at an exercise price of $2.50 per Warrant Share, exercisable for a placement agent success feeperiod of five years commencing on the Initial Closing Date, pursuant to the terms of a warrant agreement (the "Placement Agent Warrant Agreement") as follows: (a) 487,500 Placement Warrants for the sale of the first one hundred (100) Units, (b) 140,000 additional Placement Warrants for the next forty (40) Units sold, or a pro rata amount thereof (i.e., 1,400 Placement Warrants for each of the forty (40) Units sold); and (c) 70,000 additional Placement Warrants for the next twenty eight (28) Units sold, or a pro rata amount thereof (i.e., 2,500 Placement Warrants for each of the additional twenty eight (28) Units sold), in each case payable case, to be issued on each Closing Date in cash, equal to: (i) 7.0% relation to the number of the Purchase Price of the Units sold at on each Closing to potential or actual Investors sourced date and in the names provided by the Placement Agent (“Taglich Investors”) and (ii) either (x) 3.5% Agent. Immediately prior to the listing of the Purchase Price of Warrants on the Units sold at each Closing to Investors already known to Nasdaq SmallCap Market, a securities exchange or the OTC Bulletin Board, the Company and disclosed shall offer in writing to the holders of Placement Agent prior Warrants the option to the commencement of the offering contemplated by this Agreement (“Company Investors”), if exchange the Placement Agent informs the Company that Taglich Investors are prepared to subscribe Warrants for (whether or not the Company accepts such subscription) Units with an aggregate Purchase Price equal number of $2.0 million or (y) 7.0 % of the Purchase Price of the Units sold at each Closing to Company Investors, if the Placement Agent informs the Company that Taglich Investors are prepared to subscribe for (whether or not the Company accepts such subscription) Units with an aggregate Purchase Price of $3.0 million; (b) an expense allowanceWarrants, which shall include reimbursement of legal expenses incurred in connection will be listed with the transactions contemplated hereby, not to exceed $25,000 without the Company’s approval, payable in cash; and (c) three-year warrants (the “Agent Warrants”) to purchase such number of shares of the Company’s Common Stock equal to: (i) 8.0% of the number of Note Shares initially underlying the Notes sold to Taglich Investors plus (ii) either (x) 4.0% of the number of Note Shares initially underlying the Notes sold to Company Investors, if the Placement Agent informs the Company that Taglich Investors are prepared to subscribe for (whether or not the Company accepts such subscription) Units with an aggregate Purchase Price of $2.0 million or (y) 8.0 % of the number of Note Shares initially underlying the Notes sold to Company Investors, if the Placement Agent informs the Company that Taglich Investors are prepared to subscribe for (whether or not the Company accepts such subscription) Units with an aggregate Purchase Price of $3.0 million The Agent Warrants shall have an exercise price per share equal to the ten day average of the closing price of the Company’s Common Stock as reported by OTC Markets (found at xxx.xxxxxxxxxx.xxx) on immediately prior to the date of the initial closing. In the case of clauses 9.1(a)(ii) and 9.1(c)(ii), if subscriptions from Taglich Investors cross the applicable thresholds for additional success fees and/or Agent Warrants relating to Company Investors after Closings for such Company Investors at which Taglich was not awarded the success fee or Agent Warrants merited by reaching such thresholds, then the additional success fees and Agent Warrants owed as a result of crossing such thresholds shall be made up when such thresholds are surpassed.

Compensation of Placement Agent. The Investor acknowledges that it As compensation for its services rendered as Placement Agent under this Agreement, if the Offering is aware that completed, the Placement Agent will receive from the Company, in consideration for its services as financial advisor and placement agent in respect of the transactions contemplated hereby: (a) a placement agent success fee, in each case payable in cash, equal to: shall receive: (i) 7.0a sales commission equal to 10.0% of the Purchase Price gross proceeds from the sale of the Units sold at Units, payable by deducting the sales commission from such gross proceeds on each Closing to potential or actual Investors sourced by the Placement Agent (“Taglich Investors”) and closing date, and (ii) either (x) 3.5a non-accountable expense allowance equal to 3.0% of the Purchase Price gross proceeds from the sale of the Units sold Units, and (iii) placement agent will receive 85,000 warrants exercisable at $1.50 per share upon completion of the minimum offering, and (iv) placement agent will also receive an additional 85,000 warrants exercisable at $1.50 per share upon successful completion of AMEX listing. On each Closing to Investors already known to closing date, the Company and disclosed in writing shall sell to the Placement Agent prior to the commencement of the offering contemplated by this Agreement (“Company Investors”)Agent, if the Placement Agent informs the Company that Taglich Investors are prepared to subscribe or its designees, for (whether or not the Company accepts such subscription) Units with an aggregate Purchase Price price of $2.0 million or (y) 7.0 % of the Purchase Price of the Units sold at each Closing to Company Investors.001 per share, if the Placement Agent informs the Company that Taglich Investors are prepared to subscribe for (whether or not the Company accepts such subscription) Units with an aggregate Purchase Price of $3.0 million; (b) an expense allowance, which shall include reimbursement of legal expenses incurred in connection with the transactions contemplated hereby, not to exceed $25,000 without the Company’s approval, payable in cash; and (c) threefive-year warrants (the “"Placement Agent Warrants”") to purchase such 10% of the number of shares of the Company’s Common Stock equal to: (i) 8.0% 's common stock issuable upon conversion of the number Debentures issued to investors who shall have purchased and paid for Units on such date. The exercise price of Note Shares initially underlying the Notes sold to Taglich Investors plus (ii) either (x) 4.0% of the number of Note Shares initially underlying the Notes sold to Company Investors, if the Placement Agent informs Warrants shall be $1.10 per share. The Placement Agent Warrants may be transferable to officers, directors, consultants and shareholders of the Placement Agent. The Placement Agent Warrants shall confer to the holders thereof one demand and unlimited piggy back registration rights. For a period of one year from the Closing Date, the Company that Taglich Investors are prepared hereby grants to subscribe for (whether or not the Company accepts such subscription) Units with an aggregate Purchase Price of $2.0 million or (y) 8.0 % of the number of Note Shares initially underlying the Notes sold to Company Investors, if the Placement Agent informs the right to act as the Company's managing underwriter or placement agent, as the case may be, in any public offering(s) and/.or and private placement(s) to be effectuated by or on behalf of the Company or any subsidiary provided that Taglich Investors the material terms offered by the Placement Agent are prepared no less favorable than those offered by any other underwriter, broker-dealer, or placement agent. In the event the Placement Agent elects not to subscribe for (whether exercise its right of first refusal and the terms of the proposed financing are subsequently changed, the Placement Agent shall again be granted the right of first refusal to act as the exclusive managing underwriter or not placement agent, as the Company accepts case may be, in any such subscription) Units with an aggregate Purchase Price of $3.0 million The Agent Warrants shall have an exercise price per share equal financing as modified. Notwithstanding anything contained in this Section to the ten day average contrary, nothing hereunder shall obligate the Placement Agent to participate in any such financing. If the Placement Agent elects not to exercise its right of first refusal with respect to any proposed financing after being given the closing price opportunity to do so as herein above provided, the right of first refusal shall expire as to all future financings. With respect to an initial public offering of the Company’s Common Stock as reported by OTC Markets (found at xxx.xxxxxxxxxx.xxx) on immediately prior 's securities, the Company shall have the right, to redeem such right of first refusal from the date of the initial closing. In the case of clauses 9.1(a)(ii) and 9.1(c)(ii), if subscriptions from Taglich Investors cross the applicable thresholds for additional success fees and/or Agent Warrants relating to Company Investors after Closings for such Company Investors at which Taglich was not awarded the success fee or Agent Warrants merited by reaching such thresholds, then the additional success fees and Agent Warrants owed as a result of crossing such thresholds shall be made up when such thresholds are surpassedPlacement Agent.

Compensation of Placement Agent. The Investor acknowledges that it is aware that As compensation for the Placement Agent will receive from the Company, in consideration for its services as financial advisor and placement agent in respect of the transactions contemplated hereby: (a) a placement agent success fee, in each case payable in cash, equal to: (i) 7.0% of the Purchase Price of the Units sold at each Closing to potential or actual Investors sourced be rendered by the Placement Agent under the Agreement, if the Offering is completed, the Placement Agent shall receive: (“Taglich Investors”i) and a sales commission equal, in the aggregate, to 10.0% of the gross proceeds from the sale of the Units, payable by deducting the sales commission from such gross proceeds on each closing date, and (ii) either (x) 3.5a non-accountable expense allowance equal to 3.0% of the Purchase Price gross proceeds derived by AbTech from the sale of the Units sold at each Closing to Investors already known units. On the date of the Initial Closing, AbTech shall sell to the Company Placement Agent, or its designees, for an aggregate price of $.001 per share, five-year warrants to purchase the number of shares of AbTech's common stock which, if the Merger was consummated on such a date, be equal to 10% of the post-Merger issued and disclosed in writing outstanding shares of Common Stock. On each subsequent closing date, AbTech shall sell to the Placement Agent, or it's designees, for an aggregate price of $.001 per share, five-year warrants to purchase the number of shares of AbTech common stock issuable pursuant to all other similar warrants issued by AbTech to the Placement Agent prior to the commencement of the offering contemplated by this Agreement (“Company Investors”)hereunder, would, if the Placement Agent informs the Company that Taglich Investors are prepared Merger was consummated on such date, be equal to subscribe for (whether or not the Company accepts such subscription) Units with an aggregate Purchase Price of $2.0 million or (y) 7.0 10% of the Purchase Price post-Merger issued and outstanding shares of the Units sold at each Closing to Company Investors, if the Placement Agent informs the Company that Taglich Investors are prepared to subscribe for (whether or not the Company accepts such subscription) Units with an Common Stock. The aggregate Purchase Price of $3.0 million; (b) an expense allowance, which shall include reimbursement of legal expenses incurred in connection with the transactions contemplated hereby, not to exceed $25,000 without the Company’s approval, payable in cash; and (c) three-year warrants (the “Agent Warrants”) to purchase such number of shares which shall be purchasable by the holders of all of such warrants, which are collectively referred to herein as the "Placement Agent's Warrants," shall not exceed 437,5000 shares if the minimum number of Units are sold in the Offering, and 475,6000 shares if the maximum number of Units are sold in the Offering. The Placement Agent's Warrants shall provide that, upon exercise thereof after the Merger has been completed, and payment of the exercise price payable thereunder, the holder or holders thereof shall be entitled to receive one share of the Company’s 's Common Stock equal to: (i) 8.0% for each share of the number of Note Shares initially underlying the Notes sold to Taglich Investors plus (ii) either (x) 4.0% of the number of Note Shares initially underlying the Notes sold to Company Investors, if the Placement Agent informs the Company AbTech common stock that Taglich Investors are prepared to subscribe for (whether or not the Company accepts such subscription) Units with an aggregate Purchase Price of $2.0 million or (y) 8.0 % of the number of Note Shares initially underlying the Notes sold to Company Investors, if the Placement Agent informs the Company that Taglich Investors are prepared to subscribe for (whether or not the Company accepts such subscription) Units with an aggregate Purchase Price of $3.0 million The Agent Warrants shall would have an been issued upon exercise price per share equal to the ten day average of the closing price of the Company’s Common Stock as reported by OTC Markets (found at xxx.xxxxxxxxxx.xxx) on immediately thereof prior to the date of completion of the initial closingMerger. The exercise price of the Placement Agent's Warrants shall be $.01 per share. The Placement Agent's Warrant shall confer to the holders thereof one demand and unlimited piggy back registration rights in accordance with such terms, and subject to such limitations, as the parties and their respective counsel shall agree upon and specify in such Placement Agent's Warrants or in a separate registration rights agreement. During the period beginning on the date of commencement of the Offering and continuing through the 54th day after the effective date of the Merger, AbTech hereby grants to the Placement Agent, for itself prior to the Merger, and for the Company after the Merger, the right to act as AbTech's and or/the Company's exclusive managing underwriters or placement agents, as the case may be, in any public offering(s) and/or and private placement(s) to be effectuated by or on behalf of AbTech, the Company or any subsidiary or affiliate of either of them provided that the material terms offered by the Placement Agent are no less favorable than those offered by any other underwriter, broker-dealer, or placement agent. In the event the Placement Agent elects not to exercise its right of first refusal and the terms of the proposed financing are subsequently changed, the Placement Agent shall again be granted the right of first refusal to act as the exclusive managing underwriter or placement agent, as the case may be, in any such financing as modified. Notwithstanding anything contained in this Section to the contrary, nothing hereunder shall obligate the Placement Agent to participate in any such financing. If the Placement Agent elects not to exercise its right of clauses 9.1(a)(ii) and 9.1(c)(ii)first refusal with respect to any proposed financing after being given the opportunity to do so as hereinabove provided, if subscriptions the right of first refusal shall expire as to all future financings. With respect to an initial public offering of the Company's securities, the Company shall have the right, for a fee of $50,000, to redeem such right of first refusal from Taglich Investors cross the applicable thresholds for additional success fees and/or Agent Warrants relating to Company Investors after Closings for such Company Investors at which Taglich was not awarded the success fee or Agent Warrants merited by reaching such thresholds, then the additional success fees and Agent Warrants owed as a result of crossing such thresholds shall be made up when such thresholds are surpassedPlacement Agent.