Common use of Consideration; Payment of Expenses Clause in Contracts

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An underwriting discount equal to 8.0% of the aggregate gross proceeds raised in the Offering; provided, that in the event any of jVen Capital, LLC, entities affiliated with Versant Ventures, Xxxxxx & Xxxxxx Group, Inc., entities affiliated with CHL Medical Partners and entities affiliated with Cross Creek Capital, L.P. purchase more than $6.6 million of Units in the Offering, the underwriting discount in respect of the aggregate gross proceeds raised in the Offering from new investors will be 10.0% and the underwriting discount in respect of the aggregate gross proceeds raised in the Offering from such current stockholders will be 5.0%, subject to a minimum aggregate discount of 7.0% and a maximum aggregate discount of 8.0%; and (ii) The Underwriters’ Warrants. (b) The Company grants the Representative the right of first refusal for a period of twelve (12) months from the Effective Date to act as lead managing underwriter and book runner for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. The Company shall provide written notice to the Representative with the terms of such offering and if the Representative fails to accept in writing any such proposal within ten (10) days after receipt of such written notice, then the Representative will have no claim or right with respect to any such offering. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws, including an initial payment of $10,000 for the fees of Underwriters’ Counsel in connection with such qualification and in connection with any blue sky survey undertaken by such counsel, with the balance of such Underwriters’ Counsel’s fees to be due at the Closing subject to a maximum of $75,000, including the initial $10,000 payment; (v) all fees and expenses in connection with listing the Securities on a national securities exchange, including a one-time payment to Underwriter’s counsel of $5,000 at Closing in connection with such listing; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”); (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Securities; (x) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representative; (xi) the cost of two (2) “tombstone” advertisements to be placed in appropriate daily or weekly periodicals of the Representative’s choice (i.e., The Wall Street Journal and The New York Times);

Consideration; Payment of Expenses. (a1) In addition to selling the Shares to the Underwriters at a purchase price (net of a underwriters’ discounts of seven (7) percent) of $[●] per Firm Share and the issuance to the Representative of the Representative’s Warrants, in consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities Firm Shares purchased), at the Closing, a non-accountable expense allowance equal to one percent (1.0%) of the following compensation with respect gross proceeds of the Offering (exclusive of proceeds from the sale of Over-allotment Shares). The Company has heretofore paid a $40,000 advance to the Securities Representative, which they are offering: shall be applied against its anticipated actual expenses to be incurred (i) An underwriting discount equal to 8.0% of the aggregate gross proceeds raised in the Offering; provided, that in the event any of jVen Capital, LLC, entities affiliated with Versant Ventures, Xxxxxx & Xxxxxx Group, Inc., entities affiliated with CHL Medical Partners and entities affiliated with Cross Creek Capital, L.P. purchase more than $6.6 million of Units in the Offering, the underwriting discount in respect of the aggregate gross proceeds raised in the Offering from new investors will be 10.0% and the underwriting discount in respect of the aggregate gross proceeds raised in the Offering from such current stockholders will be 5.0%, subject to a minimum aggregate discount of 7.0% and a maximum aggregate discount of 8.0%; and (ii) The Underwriters’ Warrants“Advance”). (b2) The Company acknowledges that the Representative has paid the expenses in connection with the background checks of the Company’s officers and directors on behalf of the Company and the Company will reimburse such expenses at the Closing. (3) The Company shall be responsible for paying or reimbursing the legal fees for Representative’s legal counsel, which amount shall not exceed $125,000. (4) The Company grants the Representative the right of first refusal participation for a period of twelve (12) months from the Effective Closing Date to act as co-lead managing underwriter manager and book runner runner, for any and all future transactions where the Company has elected to employ a banker and any and all public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) equity offerings undertaken by of the Company or any direct successor to or indirect any subsidiary of the Company (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing). The Company shall provide written notice to the Representative with the terms of such offering and if the Representative fails to accept in writing any such proposal for such public or private sale within ten (10) 20 days after receipt of a written notice from the Company containing such written noticeproposal, then the Representative will have no claim or right with respect to any sale contained in any such offeringnotice. (c5) The Representative reserves the right to reduce any item of its compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d6) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX EXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with the filing of Corporate Offerings Business & Regulatory Analysis (“COBRADesk”) filings with FINRA’s Public Offering System; (iii) all fees and expenses in connection with filing of the Registration Statement and Prospectus with the Commission; (iv) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (ivv) all reasonable expenses in connection with the qualifications of the Securities Shares for offering and sale under state or foreign securities or blue sky laws, including an initial payment of $10,000 for the fees of Underwriters’ Counsel securities; (vi) all expenses in connection with such qualification all mailing and in connection with any blue sky survey undertaken by such counsel, with printing of the balance of such Underwriters’ Counsel’s fees to be due at the Closing subject to a maximum of $75,000, including the initial $10,000 paymentprospectus; (vvii) all fees and expenses in connection with listing the Securities Shares on a national securities exchange, including a one-time payment to Underwriter’s counsel of $5,000 at Closing in connection with such listingthe NASDAQ Global Market or any other exchange or electronic quotation system on which the ordinary shares is then listed or quoted; (viviii) all reasonable travel expenses of the Company’s officers, directors officers and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities Shares (“Road Show Expenses”); (viiix) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viiix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing stock certificates representing the Securities; (ixxi) the cost and charges of any transfer agent or registrar for the Securities; (xxii) any reasonable costs cost and expenses incurred in conducting background checks satisfactory due diligence investigation and analysis of the Company’s officers officers, directors, employees, and directors by a background search firm acceptable to the Representativeaffiliates; (xixiii) all other costs and expenses incident to the performance of the Company obligations hereunder which are not otherwise specifically provided for in this Section 5. (7) In addition to the costs and expenses set forth in Section 5(4), the Company will be responsible for: (i) the cost of two (2) “tombstone” advertisements to be placed in appropriate daily or weekly periodicals of the Representative’s choice (i.e., The Wall Street Journal and The New York Times);; and (ii) the cost of leather bound volumes of the Offering documents and Offering commemorative lucite (or other reasonable form) memorabilia, both to be supplied to the Representative, in such quantities as Representative may reasonably request. (8) It is understood, however, that except as provided in this Section 5, and Sections 6, 7 and 11(4) hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel. Notwithstanding anything to the contrary in this Section 5, in the event that this Agreement is terminated pursuant to Section 5 or 11(2) hereof, or subsequent to a Material Adverse Change, the Representative shall return any portion of the Advance previously paid which was not offset by its accountable out-of-pocket expenses actually incurred as provided in FINRA Rule 5110.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Offered Securities which they are offering: (i) An underwriting discount equal to 8.0% seven percent (7%) of the aggregate gross proceeds raised in the Offering; provided, however, that in with respect to any Securities issued to any Person (or an Affiliate thereof) who are introduced to the event Representatives or any of jVen Capital, LLC, entities affiliated with Versant Ventures, Xxxxxx & Xxxxxx Group, Inc., entities affiliated with CHL Medical Partners and entities affiliated with Cross Creek Capital, L.P. purchase more than $6.6 million of Units in Underwriter by the OfferingCompany or any Affiliate thereof, the underwriting discount in respect of shall be reduced to six percent (6%) (the aggregate gross proceeds raised in the Offering from new investors will be 10.0% and the underwriting discount in respect of the aggregate gross proceeds raised in the Offering from such current stockholders will be 5.0%, subject to a minimum aggregate discount of 7.0% and a maximum aggregate discount of 8.0%“Underwriting Discount”); and (ii) The Underwriters’ Warrants.; and (biii) The Additionally, if the Closing occurs, the Company grants the Representative Representatives the right of first refusal for a period of twelve (12) months from the Effective Date date of commencement of sales pursuant to the Prospectus to act as lead sole managing underwriter and sole book runner and/or sole placement agent for any and all future public and or private equity, equity-linked or debt (excluding commercial bank debt and credit facilitydebt) offerings undertaken by the Company Company, or any direct successor to or indirect any subsidiary of the Company. The Company shall provide written notice to the Representative Representatives with the terms of such offering and if the Representative fails Representatives fail to accept in writing any such proposal within ten (10) business days after receipt of such written notice, then the Representative Representatives will have no claim or right with respect to any such offeringoffering(s). (civ) The Representative reserves Representatives reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (dv) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii2) all filing fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky lawslaws (including, including an initial payment of $10,000 for without limitation, all filing and registration fees, and the fees and disbursements of Underwriters’ Counsel in connection with such qualification and in connection with any blue sky survey undertaken by such counsel, with the balance of such Underwriters’ Counsel’s fees to be due at the Closing subject to a maximum of $75,000, including the initial $10,000 payment; (v5) all fees and expenses in connection with listing the Securities on a national securities exchange, including a one-time payment to Underwriter’s counsel of $5,000 at Closing in connection with such listing; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)and any fees and expenses associated with the i-Deal system and NetRoadshow; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringoffering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters; (viii) 8) the costs associated with book buildingpreparing, prospectus tracking printing and compliance software and the cost of preparing delivering certificates representing the Securities; (ix9) the cost and charges of any transfer agent or registrar for the Securities; (x10) any reasonable subject to the following proviso, other costs (including Underwriters’ counsel’s fees and expenses) and expenses incurred incident to the Offering that are not otherwise specifically provided for in conducting this Section 4(k); and (11) costs relating to background checks of the Company’s officers and directors directors; provided, however, that all such Underwriters’ counsel’s fees and expenses that are incurred by the Underwriters and for which the Company shall be responsible shall not exceed $200,000 in the aggregate in the event of a background search firm acceptable to the Representative; (xi) the cost of two (2) “tombstone” advertisements to be placed in appropriate daily or weekly periodicals Closing of the Representative’s choice (i.e., The Wall Street Journal and The New York Times);Offering.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters Representatives or their respective designees their pro rata portion (based an equal portion, on the Securities purchased) a 50/50 basis, of the following compensation with respect to the Securities Shares which they are offering: (i) An underwriting discount equal to 8.0% of the aggregate gross proceeds raised six percent (6%) as set forth in the Offering; provided, that Section 1.1(a) and (c); (ii) A corporate finance fee of one percent (1%) as set forth in the event any of jVen Capital, LLC, entities affiliated with Versant Ventures, Xxxxxx & Xxxxxx Group, Inc., entities affiliated with CHL Medical Partners and entities affiliated with Cross Creek Capital, L.P. purchase more than $6.6 million of Units in the Offering, the underwriting discount in respect of the aggregate gross proceeds raised in the Offering from new investors will be 10.0% and the underwriting discount in respect of the aggregate gross proceeds raised in the Offering from such current stockholders will be 5.0%, subject to a minimum aggregate discount of 7.0% and a maximum aggregate discount of 8.0%Section 1(a); and (iiiii) The UnderwritersRepresentatives’ Warrants. (b) The Company grants the Representative Representatives the right of first refusal participation to act as lead underwriter or minimally as a co-manager for a period of twelve (12) months from the Effective Date to act as lead managing underwriter and book runner Closing Date, for any and all future public and private equityequity and debt offerings, equity-linked or debt (excluding commercial ordinary course of business financings such as bank debt lines of credit, accounts receivable, factoring and credit facility) offerings undertaken financing generated by the Company or any direct successor to or indirect any subsidiary of the Company. The Company shall provide written notice to the Representative Representatives with the terms of such offering and if the Representative fails Representatives fail to accept in writing any such proposal for such public or private sale within ten (10) 20 days after receipt of a written notice from the Company containing such written noticeproposal, then the Representative Representatives will have no claim or right with respect to any such offeringsale contained in any such notice. (c) The Representative reserves Representatives reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with the filing of Corporate Offerings Business & Regulatory Analysis (“COBRADesk”) filings with FINRA’s Public Offering System; (iii) all fees and expenses in connection with filing of the Registration Statement and Prospectus with the Commission; (iv) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (ivv) all reasonable expenses in connection with the qualifications of the Securities Shares for offering and sale under state or foreign securities or blue sky laws, including an initial payment the fees and disbursements of $10,000 counsel for the fees of Underwriters’ Counsel Underwriters in connection with such qualification and in connection with any blue sky by survey undertaken by such counsel, with the balance of such Underwriters’ Counsel’s fees to be due at the Closing subject to a maximum of $75,000, including the initial $10,000 payment; (vvi) all fees and expenses in connection with listing the Securities on a national securities exchange, including a one-time payment to Underwriter’s counsel of $5,000 at Closing in connection with such listingthe Nasdaq Global Market; (vivii) all reasonable travel expenses of the Company’s officers, directors officers and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities Shares (“Road Show Expenses”); (viiviii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viiiix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing stock certificates representing the Securities; (ixx) the cost and charges of any transfer agent or registrar for the Securities; (xxi) any reasonable costs cost and expenses incurred in conducting background checks satisfactory due diligence investigation and analysis of the Company’s officers officers, directors, employees, and directors by a background search firm acceptable to the Representativeaffiliates; (xixii) all fees and disbursements of counsel to the Underwriters; and (xiii) all other costs and expenses incident to the performance of the Company obligations hereunder which are not otherwise specifically provided for in this Section 6. (e) In addition to the costs and expenses set forth in Section 6(c), the Company will be responsible for: (i) the cost of two (2) “tombstone” advertisements to be placed in appropriate daily or weekly periodicals of the Representative’s Representatives’ choice (i.e., The Wall Street Journal and The New York Times);; and (ii) the cost of five (5) bound volumes of the Offering documents and eight (8) Offering commemorative lucite (or other reasonable form) memorabilia, both to be supplied to the Representatives.

Consideration; Payment of Expenses. (a1) In addition to selling the Shares to the Underwriters at a purchase price (net of a underwriters’ discounts of seven (7) percent) of $[●] per Firm Share and the issuance to the Representative of the Representative’s Warrants, in consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities Firm Shares purchased), at the Closing, a non-accountable expense allowance equal to one percent (1.0%) of the following compensation with respect gross proceeds of the Offering (exclusive of proceeds from the sale of Over-allotment Shares). The Company has heretofore paid a $40,000 advance to the Securities Representative, which they are offering: shall be applied against its anticipated actual expenses to be incurred (i) An underwriting discount equal to 8.0% of the aggregate gross proceeds raised in the Offering; provided, that in the event any of jVen Capital, LLC, entities affiliated with Versant Ventures, Xxxxxx & Xxxxxx Group, Inc., entities affiliated with CHL Medical Partners and entities affiliated with Cross Creek Capital, L.P. purchase more than $6.6 million of Units in the Offering, the underwriting discount in respect of the aggregate gross proceeds raised in the Offering from new investors will be 10.0% and the underwriting discount in respect of the aggregate gross proceeds raised in the Offering from such current stockholders will be 5.0%, subject to a minimum aggregate discount of 7.0% and a maximum aggregate discount of 8.0%; and (ii) The Underwriters’ Warrants“Advance”). (b2) The Company acknowledges that the Representative has paid the expenses in connection with the background checks of the Company’s officers and directors on behalf of the Company and the Company will reimburse such expenses at the Closing. (3) The Company shall be responsible for paying or reimbursing the legal fees for Representative’s legal counsel, which amount shall not exceed $125,000. (4) The Company grants the Representative the right of first refusal for a period of twelve (12) months from the Effective Closing Date to act as co-lead managing underwriter manager and book runner runner, for any and all future transactions where the Company has elected to employ a banker and any and all public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) equity offerings undertaken by of the Company or any direct successor to or indirect any subsidiary of the Company (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing). The Company shall provide written notice to the Representative with the terms of such offering and if the Representative fails to accept in writing any such proposal for such public or private sale within ten (10) 20 days after receipt of a written notice from the Company containing such written noticeproposal, then the Representative will have no claim or right with respect to any such offeringsale contained in any such notice. (c5) The Representative reserves the right to reduce any item of its compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d6) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with the filing of Corporate Offerings Business & Regulatory Analysis (“COBRADesk”) filings with FINRA’s Public Offering System; (iii) all fees and expenses in connection with filing of the Registration Statement and Prospectus with the Commission; (iv) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (ivv) all reasonable expenses in connection with the qualifications of the Securities Shares for offering and sale under state or foreign securities or blue sky laws, including an initial payment of $10,000 for the fees of Underwriters’ Counsel securities; (vi) all expenses in connection with such qualification all mailing and in connection with any blue sky survey undertaken by such counsel, with printing of the balance of such Underwriters’ Counsel’s fees to be due at the Closing subject to a maximum of $75,000, including the initial $10,000 paymentprospectus; (vvii) all fees and expenses in connection with listing the Securities Shares on a national securities exchange, including a one-time payment to Underwriter’s counsel of $5,000 at Closing in connection with such listingthe NASDAQ Global Market or any other exchange or electronic quotation system on which the ordinary shares is then listed or quoted; (viviii) all reasonable travel expenses of the Company’s officers, directors officers and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities Shares (“Road Show Expenses”); (viiix) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viiix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing stock certificates representing the Securities; (ixxi) the cost and charges of any transfer agent or registrar for the Securities; (xxii) any reasonable costs cost and expenses incurred in conducting background checks satisfactory due diligence investigation and analysis of the Company’s officers officers, directors, employees, and directors by a background search firm acceptable to the Representativeaffiliates; (xixiii) all other costs and expenses incident to the performance of the Company obligations hereunder which are not otherwise specifically provided for in this Section 5. (7) In addition to the costs and expenses set forth in Section 5(4), the Company will be responsible for: (i) the cost of two (2) “tombstone” advertisements to be placed in appropriate daily or weekly periodicals of the Representative’s choice (i.e., The Wall Street Journal and The New York Times);; and (ii) the cost of leather bound volumes of the Offering documents and Offering commemorative lucite (or other reasonable form) memorabilia, both to be supplied to the Representative, in such quantities as Representative may reasonably request. (8) It is understood, however, that except as provided in this Section 5, and Sections 6, 7 and 11(4) hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel. Notwithstanding anything to the contrary in this Section 5, in the event that this Agreement is terminated pursuant to Section 5 or 11(2) hereof, or subsequent to a Material Adverse Change, the Representative shall return any portion of the Advance previously paid not offset by its accountable out-of-pocket expenses actually incurred as allowed under FINRA Rule 1550.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) : An underwriting discount equal to 8.0% an aggregate of eight percent (8%) of the aggregate gross proceeds raised in the Offering and a corporate finance fee equal to one percent (1%) of the aggregate gross proceeds raised in the Offering; provided, that in the event any of jVen Capital, LLC, entities affiliated with Versant Ventures, Xxxxxx & Xxxxxx Group, Inc., entities affiliated with CHL Medical Partners and entities affiliated with Cross Creek Capital, L.P. purchase more than $6.6 million of Units in the Offering, the underwriting discount in respect of the aggregate gross proceeds raised in the Offering from new investors will be 10.0% and the underwriting discount in respect of the aggregate gross proceeds raised in the Offering from such current stockholders will be 5.0%, subject to a minimum aggregate discount of 7.0% and a maximum aggregate discount of 8.0%; and (ii) The Underwriters’ Warrants. (b) The Upon Closing of the Offering with an aggregate gross proceeds of no less than fifteen million ($15 million), the Company grants shall grant the Representative the right of first refusal for a period of twelve (12) months from the Effective Date commencement of sales of Firm Securities to act as lead managing underwriter underwriting and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked debt or debt equity securities ("Subsequent Financing") (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition or as part of a joint venture or other bona fide strategic relationship (the primary purpose of which is not financing) and (iii) conventional banking arrangements and commercial bank debt and credit facilityfinancing) offerings undertaken by of the Company or any direct subsidiary or indirect subsidiary successor of the Company. The In the event, however, that during the twelve (12) month period detailed above, the Company retains a bulge bracket firm in connection with the Subsequent Offering, then the Representative's percentage of economics in such Subsequent Offering shall provide written notice be subject to negotiations between the bulge bracket firm and the Representative, with the Representative with in any instance retaining no less than 35% of the terms of such offering and if total fixed economics. If the Representative fails to accept in writing any such proposal for such Subsequent Financing within ten (10) days after receipt of a written notice from the Company containing such written noticeproposal, then the Representative will have no claim or right with respect to any such offeringsale contained in any such notice. If, thereafter, such proposal is modified in any material respect, the Company will adopt the same procedure as with respect to the original proposed Subsequent Financing and the Representative shall have the right of first refusal with respect to such revised proposal. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ ' aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement Statement, the General Disclosure Package and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s 's Public Offering System; (iii) all fees, disbursements and expenses of the Company’s 's counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws, including an initial payment of $10,000 for the fees of Underwriters’ Counsel in connection with such qualification and in connection with any blue sky survey undertaken by such counsel, with the balance of such Underwriters’ Counsel’s fees to be due at the Closing subject to a maximum of $75,000, including the initial $10,000 payment; (v) all fees and expenses in connection with listing the Securities on a national securities exchange, including a one-time payment to Underwriter’s counsel of $5,000 at Closing in connection with such listingthe Nasdaq Capital Market; (vi) all reasonable travel expenses of the Company’s 's officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“"Road Show Expenses”"); provide, however, that all travel and lodging expenses of the representative in excess of $5,000 shall be subject to prior written approval by the Company; (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Securities; (x) any reasonable costs and expenses incurred in conducting background checks of the Company’s 's officers and directors by a background search firm acceptable to the Representative; Representative (xi) the at a cost of two (2) “tombstone” advertisements not to be placed in appropriate daily or weekly periodicals of the Representative’s choice (i.e., The Wall Street Journal and The New York Timesexceed $1,200 per person);; and