Common use of Fees and Warrants Clause in Contracts

Fees and Warrants. On the Closing Date: (a) The Company will issue and deliver to each Purchaser a Warrant to purchase up to that number of shares of the Company’s Common Stock set forth opposite the name of such Purchaser on Schedule I hereto (as amended, modified or supplemented from time to time, a “Warrant”). The Warrants must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchasers by the Company are hereby also made and granted in respect of the Warrants and shares of the Company’s Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”). (b) The Company shall pay (i) to RAM Capital Resources, LLC, the manager of Truk Opportunity and Truk International, a closing payment in an amount equal to three and one half percent (3.5%) of 34.09090909% of the Total Investment Amount and (ii) to Centrecourt Asset Management LLC, the manager of CAMOFI, a closing payment in an amount equal to three and one half percent (3.5%) of 65.90909090% of the Total Investment Amount. The foregoing fees are referred to herein as the “Closing Payment.” (c) The Company shall pay to Ascendiant Securities, LLC an agent fee of 10% of the Total Investment Amount. (d) The Company shall reimburse the Purchasers for their reasonable expenses (including legal fees and expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses incurred in connection with the Purchasers’ due diligence review of the Company and its Subsidiaries (as defined in Section 4.2) and all related matters. Amounts required to be paid under this Section 2(d), will be paid on the Closing Date. (e) The Closing Payment and the expenses referred to in the preceding clauses (c) and (d) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to an Escrow Agreement (as defined below) and a disbursement letter (the “Disbursement Letter”).

Fees and Warrants. On the Closing Date: (a) The Company will issue and deliver to each the persons listed on Exhibit A under the column heading "Warrant Holders", or to such other persons as the Purchaser a shall otherwise designate (such named persons, as they may be so otherwise designated, being referred to as the "Warrant Recipients"), Warrants to purchase up to that number of shares of the Company’s Common Stock set forth opposite in the name of such Purchaser amounts designated on Schedule I Exhibit A hereto in connection with the Offering (as amended, modified or supplemented from time the "Warrants") pursuant to time, a “Warrant”)Section 1 hereof. The Warrants must be delivered on the Closing Date. The aggregate number of shares of Common Stock purchasable upon exercise of the Warrants granted on the Closing Date is set forth on Exhibit A hereto. A form of Warrant is annexed hereto as Exhibit B. C. The per share "Purchase Price" of Common Stock as defined in the Warrants shall be equal to the lesser of (i) 120% of the average of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the "Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded, for the ten (10) trading days preceding but not including the Closing Date or (ii) 120% of the average of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial on the Principal Market for the ten trading days prior to but not including the date the Warrant is exercised. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchasers by the Company Purchaser are hereby also made and granted to the holders of the Warrants in respect of the Warrants and shares of the Company’s 's Common Stock issuable upon exercise of the Warrants (the “"Warrant Shares”"). (b) The Company shall pay (i) reimburse Purchaser for its reasonable legal fees of $5,000 for services rendered to RAM Capital Resources, LLC, Purchaser in preparation of this Agreement and the manager of Truk Opportunity and Truk International, a closing payment in an amount equal Related Agreements. Amounts required to three and one half percent (3.5%) of 34.09090909% of be paid hereunder will be paid at the Total Investment Amount and (ii) to Centrecourt Asset Management LLC, the manager of CAMOFI, a closing payment in an amount equal to three and one half percent (3.5%) of 65.90909090% of the Total Investment Amount. The foregoing fees are referred to herein as the “Closing PaymentClosing.” (c) The Company shall will pay to Ascendiant Securities, LLC an agent a cash fee in the amount of ten percent (10% %) of the Total Investment Amount. (d) The Company shall reimburse the Purchasers for their reasonable expenses (including legal fees and expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses incurred in connection with the Purchasers’ due diligence review of the Company and its Subsidiaries (as defined in Section 4.2) and all related matters. Amounts required aggregate gross purchase price to be paid to the Company from the sale of Notes in the Offering the "Fund Manager's Fee") to the persons listed on Exhibit A under this Section 2(d), will the column heading "Fund Manager's Fee Recipient." The Fund Manager's Fee must be paid on the Closing Date. (e) . The aforementioned Fund Manager's Fee and legal fees will be payable at the Closing Payment and the expenses referred to in the preceding clauses (c) and (d) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Purchaser and an Escrow Agreement (Agent. Failure to timely deliver the Fund Manager's Fee, or the Warrants shall be deemed an Event of Default as defined below) and a disbursement letter (in Article III of the “Disbursement Letter”)Notes.

Fees and Warrants. On the Closing Date: (a) The Company will issue and deliver to each the Purchaser a Warrant the New Warrants in connection with and in consideration of the Purchaser’s purchase of the Note pursuant to purchase up to that number of Section 1 hereof. The shares of the Company’s Common Stock set forth opposite the name of such Purchaser on Schedule I hereto (as amendeddefined in Section 4.3(a) below) issued upon the due and timely exercise of the Warrants will be referred to as the “Warrant Shares”. Subject to Section 11.4 hereof, modified or supplemented from time to time, a “Warrant”). The Warrants must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All all the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchasers Purchaser by the Company are hereby also made and granted in respect for the benefit of the Warrants and shares Purchaser as holder of the Company’s Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”)Warrants. (b) The Subject to the terms of Section 2(d) below, the Company shall pay (i) to RAM Laurus Capital ResourcesManagement, LLC, the manager of Truk Opportunity and Truk Internationalthe Purchaser, a closing payment in an amount equal to $890,225 (representing three and one one-half percent (3.53.50%) of 34.09090909% the aggregate principal amount of the Total Investment Amount and (ii) to Centrecourt Asset Management LLC, the manager of CAMOFI, a closing payment in an amount equal to three and one half percent (3.5%) of 65.90909090% of the Total Investment AmountNote. The foregoing fees are fee is referred to herein as the “Closing Payment.” (c) The Company shall pay to Ascendiant Securities, LLC an agent fee of 10% of the Total Investment Amount. (d) The Company shall reimburse the Purchasers Purchaser for their its reasonable expenses (including legal fees and expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses incurred in connection with the Purchasers’ Purchaser’s due diligence review of the Company and its Subsidiaries (as defined in Section 4.2) and all related matters. Amounts required to be paid under this Section 2(d), 2(c) will be paid on the Closing DateDate and shall be $10,000 for such expenses referred to in this Section 2(c), $15,000 of which has already been paid by the Company. (ed) The Closing Payment and the expenses referred to in the preceding clauses clause (c) and (d) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to an the Escrow Agreement (as defined below) and a disbursement letter (the “Disbursement Letter”).

Fees and Warrants. On the Closing Date: (a) The Company will issue and deliver to each the persons listed on Exhibit A under the column heading "Warrant Holders", or to such other persons as the Purchaser a shall otherwise designate (such named persons, as they may be so otherwise designated, being referred to as the "Warrant Recipients"), Warrants to purchase up to that number of shares of the Company’s Common Stock set forth opposite in the name of such Purchaser amounts designated on Schedule I Exhibit A hereto in connection with the Offering (as amended, modified or supplemented from time the "Warrants") pursuant to time, a “Warrant”)Section 1 hereof. The Warrants must be delivered on the Closing Date. The aggregate number of shares of Common Stock purchasable upon exercise of the Warrants granted on the Closing Date is set forth on Exhibit A hereto. A form of Warrant is annexed hereto as Exhibit B. C. The per share "Purchase Price" of Common Stock as defined in the Warrants shall be equal to the lowest closing bid price of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the "Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded, for the ten (10) trading days preceding but not including the Closing Date. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchasers by the Company Purchaser are hereby also made and granted to the holders of the Warrants in respect of the Warrants and shares of the Company’s 's Common Stock issuable upon exercise of the Warrants (the “"Warrant Shares”"). (b) The Company shall pay (i) reimburse Purchaser for its reasonable legal fees of $6,000 for services rendered to RAM Capital Resources, LLC, Purchaser in preparation of this Agreement and the manager of Truk Opportunity and Truk International, a closing payment in an amount equal Related Agreements. Amounts required to three and one half percent (3.5%) of 34.09090909% of be paid hereunder will be paid at the Total Investment Amount and (ii) to Centrecourt Asset Management LLC, the manager of CAMOFI, a closing payment in an amount equal to three and one half percent (3.5%) of 65.90909090% of the Total Investment Amount. The foregoing fees are referred to herein as the “Closing PaymentClosing.” (c) The Company shall will pay to Ascendiant Securities, LLC an agent (x) a cash fee in the amount of ten percent (10% %) of the Total Investment Amount. (d) The Company shall reimburse the Purchasers for their reasonable expenses (including legal fees and expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses incurred in connection with the Purchasers’ due diligence review of the Company and its Subsidiaries (as defined in Section 4.2) and all related matters. Amounts required aggregate gross purchase price to be paid to the Company from the sale of Notes in the Offering and (y) a cash fee in the amount of ten percent (10%) of the aggregate gross proceeds received by the Company upon exercise of the Warrants (the "Warrant Exercise Compensation" and, collectively with the fees referred to in subsection (x) above, the "Fund Manager's Fee") to the persons listed on Exhibit A under this Section 2(d), will the column heading "Fund Manager's Fee Recipient." The Fund Manager's Fee must be paid on the Closing Date. (e) . The Closing Payment and the expenses referred to in the preceding clauses (c) and (d) (net of deposits previously Warrant Exercise Compensation must be paid by the CompanyCompany within ten (10) shall days of the exercise of a Warrant by the holder thereof. The aforementioned Fund Manager's Fee and legal fees will be paid payable at closing the Closing out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Purchaser and an Escrow Agreement (Agent. Failure to timely deliver the Fund Manager's Fee, Warrant Exercise Compensation or the Warrants shall be deemed an Event of Default as defined below) and a disbursement letter (in Article III of the “Disbursement Letter”)Notes.

Fees and Warrants. On the Closing Date: (a) The Company will issue and deliver to each the persons listed on Exhibit A under the column heading "Warrant Holders", or to such other persons as the Purchaser a Warrant shall otherwise designate (such named persons, as they may be so otherwise designated, being referred to as the "WARRANT RECIPIENTS"), Warrants to purchase up to that number of shares of the Company’s Common Stock set forth opposite in the name of such Purchaser amounts designated on Schedule I Exhibit A hereto in connection with the Offering (as amended, modified or supplemented from time the "WARRANTS") pursuant to time, a “Warrant”)Section 1 hereof. The Warrants must be delivered on the Closing Date. The aggregate number of shares of Common Stock purchasable upon exercise of the Warrants granted on the Closing Date is set forth on Exhibit A hereto. A form of Warrant is annexed hereto as Exhibit B. C. The per share "PURCHASE PRICE" of Common Stock as defined in the Warrants shall be equal to 120% of the average of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the "PRINCIPAL MARKET"), or such other principal market or exchange where the Common Stock is listed or traded, for the ten (10) trading days preceding but not including the Closing Date. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchasers by the Company Purchaser are hereby also made and granted to the holders of the Warrants in respect of the Warrants and shares of the Company’s 's Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”"WARRANT SHARES"). (b) The Company shall pay (i) to RAM Capital Resources, LLC, the manager of Truk Opportunity and Truk International, a closing payment in an amount equal to three and one half percent (3.5%) of 34.09090909% of the Total Investment Amount and (ii) to Centrecourt Asset Management LLC, the manager of CAMOFI, a closing payment in an amount equal to three and one half percent (3.5%) of 65.90909090% of the Total Investment Amount. The foregoing fees are referred to herein as the “Closing Payment.” (c) The Company shall pay to Ascendiant Securities, LLC an agent fee of 10% of the Total Investment Amount. (d) The Company shall reimburse the Purchasers Purchaser for their its reasonable expenses (including legal fees and expenses) incurred of $12,500 for services rendered to Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined)Agreements, and expenses incurred an additional amount not to exceed $2,500 in connection with the Purchasers’ its due diligence review of the Company and its Subsidiaries (as defined in Section 4.2) and all related relevant matters. Amounts required to be paid hereunder will be paid at the Closing. (c) The Company will pay a cash fee in the amount of ten percent (10%) of the aggregate gross purchase price to be paid to the Company from the sale of Preferred Stock in the Offering (the "FUND MANAGER'S FEE") to the persons listed on Exhibit A under this Section 2(d), will the column heading "Fund Manager's Fee Recipient." The Fund Manager's Fee must be paid on the Closing Date. (e) . The aforementioned Fund Manager's Fee and legal fees will be payable at the Closing Payment and the expenses referred to in the preceding clauses (c) and (d) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Purchaser and an Escrow Agreement (Agent. Failure to timely deliver the Fund Manager's Fee or the Warrants shall be deemed an Event of Default as defined below) and a disbursement letter (in Section 9 of the “Disbursement Letter”)Preferred Stock.

Fees and Warrants. On the Closing Date: (a) The Company will issue and deliver to each the persons listed on Exhibit A under the column heading "Warrant Holders", or to such other persons as the Purchaser a Warrant shall otherwise designate (such named persons, as they may be so otherwise designated, being referred to as the "WARRANT RECIPIENTS"), Warrants to purchase up to that number of shares of the Company’s Common Stock set forth opposite in the name of such Purchaser amounts designated on Schedule I Exhibit A hereto in connection with the Offering (as amended, modified or supplemented from time the "WARRANTS") pursuant to time, a “Warrant”)Section 1 hereof. The Warrants must be delivered on the Closing Date. The aggregate number of shares of Common Stock purchasable upon exercise of the Warrants granted on the Closing Date is set forth on Exhibit A hereto. A form of Warrant is annexed hereto as Exhibit B. C. The per share "PURCHASE PRICE" of Common Stock as defined in the Warrants shall be equal to 120% of the average of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the "PRINCIPAL MARKET"), or such other principal market or exchange where the Common Stock is listed or traded, for the ten (10) trading days preceding but not including the Closing Date. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchasers by the Company Purchaser are hereby also made and granted to the holders of the Warrants in respect of the Warrants and shares of the Company’s 's Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”"WARRANT SHARES"). (b) The Company shall pay (i) reimburse Purchaser for its reasonable legal fees of $2,500 for services rendered to RAM Capital Resources, LLC, Purchaser in preparation of this Agreement and the manager of Truk Opportunity and Truk International, a closing payment in an amount equal Related Agreements. Amounts required to three and one half percent (3.5%) of 34.09090909% of be paid hereunder will be paid at the Total Investment Amount and (ii) to Centrecourt Asset Management LLC, the manager of CAMOFI, a closing payment in an amount equal to three and one half percent (3.5%) of 65.90909090% of the Total Investment Amount. The foregoing fees are referred to herein as the “Closing PaymentClosing.” (c) The Company shall will pay to Ascendiant Securities, LLC an agent a cash fee in the amount of ten percent (10% %) of the Total Investment Amount. (d) The Company shall reimburse the Purchasers for their reasonable expenses (including legal fees and expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses incurred in connection with the Purchasers’ due diligence review of the Company and its Subsidiaries (as defined in Section 4.2) and all related matters. Amounts required aggregate gross purchase price to be paid to the Company from the sale of Preferred Stock in the Offering (the "FUND MANAGER'S FEE") to the persons listed on Exhibit A under this Section 2(d), will the column heading "Fund Manager's Fee Recipient." The Fund Manager's Fee must be paid on the Closing Date. (e) . The aforementioned Fund Manager's Fee and legal fees will be payable at the Closing Payment and the expenses referred to in the preceding clauses (c) and (d) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Purchaser and an Escrow Agreement (Agent. Failure to timely deliver the Fund Manager's Fee or the Warrants shall be deemed an Event of Default as defined below) and a disbursement letter (in Section 9 of the “Disbursement Letter”)Preferred Stock.

Fees and Warrants. On the Closing Date: (a) The Company will issue and deliver to each the persons listed on Exhibit A under the column heading "Warrant Holders", or to such other persons as the Purchaser a Warrant shall otherwise designate (such named persons, as they may be so otherwise designated, being referred to as the "WARRANT RECIPIENTS"), Warrants to purchase up to that number of shares of the Company’s Common Stock set forth opposite (the name of such Purchaser "WARRANT SHARES") in the amounts designated on Schedule I Exhibit A hereto in connection with the Offering (as amended, modified or supplemented from time the "WARRANTS") pursuant to time, a “Warrant”)Section 1 hereof. The Warrants must be delivered on the Closing Date. The aggregate number of shares of Common Stock purchasable upon exercise of the Warrants granted on the Closing Date is set forth on Exhibit A hereto. A form of Warrant is annexed hereto as Exhibit B. All C. The per share "PURCHASE PRICE" of Common Stock as defined in the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted Warrants shall be equal to or the lesser of (i) 120% of the average of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial for the benefit Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the Purchasers by foregoing the Company are hereby also made and granted in respect "PRINCIPAL MARKET"), or such other principal market or exchange where the Common Stock is listed or traded, for the ten (10) trading days immediately preceding but not including the Closing Date or (ii) 120% of the Warrants and shares average of the Company’s three lowest closing prices of the Common Stock issuable upon exercise of as reported by Bloomberg Financial on the Warrants (Principal Market for the “ten trading days immediately prior to but not including the date the Warrant Shares”)is exercised. . (b) The Company shall pay (i) to RAM Capital Resources, LLC, the manager of Truk Opportunity and Truk International, a closing payment in an amount equal to three and one half percent (3.5%) of 34.09090909% of the Total Investment Amount and (ii) to Centrecourt Asset Management LLC, the manager of CAMOFI, a closing payment in an amount equal to three and one half percent (3.5%) of 65.90909090% of the Total Investment Amount. The foregoing fees are referred to herein as the “Closing Payment.” (c) The Company shall pay to Ascendiant Securities, LLC an agent fee of 10% of the Total Investment Amount. (d) The Company shall reimburse the Purchasers Purchaser for their its reasonable expenses (including legal fees and expenses) incurred of $7,500 for services rendered to Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defineddefined below), and expenses incurred an additional amount not to exceed $2,500 in connection with the Purchasers’ its due diligence review of the Company and its Subsidiaries (as defined in Section 4.2) and all related relevant matters. Amounts required to be paid hereunder will be paid at the Closing. (c) The Company will pay a cash fee in the amount of ten percent (10%) of the aggregate gross purchase price to be paid to the Company from the sale of Notes in the Offering (the "FUND MANAGER'S FEE") to the persons listed on Exhibit A under this Section 2(d), will the column heading "Fund Manager's Fee Recipient." The Fund Manager's Fee must be paid on the Closing Date. (e) . The aforementioned Fund Manager's Fee and legal fees will be payable at the Closing Payment and the expenses referred to in the preceding clauses (c) and (d) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Purchaser and an Escrow Agreement (Agent. Failure to timely deliver the Fund Manager's Fee, or the Warrants shall be deemed an Event of Default as defined below) and a disbursement letter (in Article III of the “Disbursement Letter”)Notes.

Fees and Warrants. On the Closing Date: (a) The Company will issue and deliver to each the persons listed on Exhibit A under the column heading "Warrant Holders", or to such other persons as the Purchaser a shall otherwise designate (such named persons, as they may be so otherwise designated, being referred to as the "Warrant Recipients"), Warrants to purchase up to that number of shares of the Company’s Common Stock set forth opposite in the name of such Purchaser amounts designated on Schedule I Exhibit A hereto in connection with the Offering (as amended, modified or supplemented from time the "Warrants") pursuant to time, a “Warrant”)Section 1 hereof. The Warrants must be delivered on the Closing Date. The aggregate number of shares of Common Stock purchasable upon exercise of the Warrants granted on the Closing Date is set forth on Exhibit A hereto. A form of Warrant is annexed hereto as Exhibit B. C. The per share "Purchase Price" of Common Stock as defined in the Warrants shall be equal to $2.40. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchasers by the Company Purchaser are hereby also made and granted to the holders of the Warrants in respect of the Warrants and shares of the Company’s 's Common Stock issuable upon exercise of the Warrants (the “"Warrant Shares”"). (b) The Company shall pay (i) reimburse Purchaser for its reasonable legal fees of $12,000 for services rendered to RAM Capital Resources, LLC, Purchaser in preparation of this Agreement and the manager of Truk Opportunity and Truk International, a closing payment in an amount equal Related Agreements. Amounts required to three and one half percent (3.5%) of 34.09090909% of be paid hereunder will be paid at the Total Investment Amount and (ii) to Centrecourt Asset Management LLC, the manager of CAMOFI, a closing payment in an amount equal to three and one half percent (3.5%) of 65.90909090% of the Total Investment Amount. The foregoing fees are referred to herein as the “Closing PaymentClosing.” (c) The Company shall will pay to Ascendiant Securities, LLC an agent a cash fee in the amount of 10% five percent (5%) of the Total Investment Amount. (d) The Company shall reimburse the Purchasers for their reasonable expenses (including legal fees and expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses incurred in connection with the Purchasers’ due diligence review of the Company and its Subsidiaries (as defined in Section 4.2) and all related matters. Amounts required aggregate gross purchase price to be paid to the Company from the sale of Notes in the Offering (the "Fund Manager's Fee") to the persons listed on Exhibit A under this Section 2(d), will the column heading "Fund Manager's Fee Recipient." The Fund Manager's Fee must be paid on the Closing Date. (e) . The aforementioned Fund Manager's Fee and legal fees will be payable at the Closing Payment and the expenses referred to in the preceding clauses (c) and (d) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Purchaser and an Escrow Agreement (as defined below) and a disbursement letter (the “Disbursement Letter”)Agent.

Fees and Warrants. On the Closing Date: (a) The Company will issue and deliver to each the persons listed on Exhibit A under the column heading "Warrant Holders", or to such other persons as the Purchaser a shall otherwise designate (such named persons, as they may be so otherwise designated, being referred to as the "Warrant Recipients"), Warrants to purchase up to that number of shares of the Company’s Common Stock set forth opposite in the name of such Purchaser amounts designated on Schedule I Exhibit A hereto in connection with the Offering (as amended, modified or supplemented from time the "Warrants") pursuant to time, a “Warrant”)Section 1 hereof. The Warrants must be delivered on the Closing Date. The aggregate number of shares of Common Stock purchasable upon exercise of the Warrants granted on the Closing Date is set forth on Exhibit A hereto. A form of Warrant is annexed hereto as Exhibit B. C. The per share "Purchase Price" of Common Stock as defined in the Warrants shall be equal to the lesser of (i) 120% of the average of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the "Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded, for the ten (10) trading days preceding but not including the Closing Date or (ii) 120% of the average of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial on the Principal Market for the ten trading days prior to but not including the date the Warrant is exercised. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchasers by the Company Purchaser are hereby also made and granted to the holders of the Warrants in respect of the Warrants and shares of the Company’s 's Common Stock issuable upon exercise of the Warrants (the “"Warrant Shares”"). (b) The Company shall pay (i) to RAM Capital Resources, LLC, the manager of Truk Opportunity and Truk International, a closing payment in an amount equal to three and one half percent (3.5%) of 34.09090909% of the Total Investment Amount and (ii) to Centrecourt Asset Management LLC, the manager of CAMOFI, a closing payment in an amount equal to three and one half percent (3.5%) of 65.90909090% of the Total Investment Amount. The foregoing fees are referred to herein as the “Closing Payment.” (c) The Company shall pay to Ascendiant Securities, LLC an agent fee of 10% of the Total Investment Amount. (d) The Company shall reimburse the Purchasers Purchaser for their its reasonable expenses (including legal fees and expenses) incurred of $15,000 for services rendered to Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined)Agreements, and expenses incurred an additional amount not to exceed $2,500 in connection with the Purchasers’ its due diligence review of the Company and its Subsidiaries (as defined in Section 4.2) and all related relevant matters. Amounts required to be paid hereunder will be paid at the Closing. (c) The Company will pay a cash fee in the amount of ten percent (10%) of the aggregate gross purchase price to be paid to the Company from the sale of Notes in the Offering the "Fund Manager's Fee") to the persons listed on Exhibit A under this Section 2(d), will the column heading "Fund Manager's Fee Recipient." The Fund Manager's Fee must be paid on the Closing Date. (e) . The aforementioned Fund Manager's Fee and legal fees will be payable at the Closing Payment and the expenses referred to in the preceding clauses (c) and (d) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Purchaser and an Escrow Agreement (Agent. Failure to timely deliver the Fund Manager's Fee, or the Warrants shall be deemed an Event of Default as defined below) and a disbursement letter (in Article III of the “Disbursement Letter”)Notes.

Fees and Warrants. On the Closing Date: (a) The Company will issue and deliver to each the Purchaser a Warrant the Warrants to purchase up to that number 45,354,105 of shares of Common Stock (subject to adjustment as set forth therein and in the Warrant Side Letter, as hereinafter defined) in connection with and in consideration of the Purchaser’s purchase of the Note pursuant to Section 1 hereof. The shares of the Company’s Common Stock set forth opposite the name of such Purchaser on Schedule I hereto (as amendeddefined in Section 4.3(a) below) issued upon the due and timely exercise of the Warrants will be referred to as the “Warrant Shares”. Subject to Section 11.4 hereof, modified or supplemented from time to time, a “Warrant”). The Warrants must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All all the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchasers Purchaser by the Company are hereby also made and granted in respect for the benefit of the Warrants and shares Purchaser as holder of the Company’s Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”)Warrants. (b) The Subject to the terms of Section 2(d) below, the Company shall pay (i) to RAM Laurus Capital ResourcesManagement, LLC, the manager of Truk Opportunity and Truk Internationalthe Purchaser, a closing payment in an amount equal to three and one half three-fifths percent (3.53.60%) of 34.09090909% the aggregate principal amount of the Total Investment Amount and (ii) to Centrecourt Asset Management LLC, the manager of CAMOFI, a closing payment in an amount equal to three and one half percent (3.5%) of 65.90909090% of the Total Investment AmountNote. The foregoing fees are fee is referred to herein as the “Closing Payment.” (c) The Company shall pay to Ascendiant Securities, LLC an agent fee of 10% of the Total Investment Amount. (d) The Company shall reimburse the Purchasers Purchaser for their its reasonable expenses (including legal fees and expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses incurred in connection with the Purchasers’ Purchaser’s due diligence review of the Company and its Subsidiaries (as defined in Section 4.2) and all related matters. Amounts required to be paid under this Section 2(d), 2(c) will be paid on the Closing DateDate and shall be $55,000 for such expenses referred to in this Section 2(c), $15,000 of which has already been paid by the Company. (ed) The Closing Payment and the expenses referred to in the preceding clauses clause (c) and (d) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to an the Escrow Agreement (as defined below) and a disbursement letter (the “Disbursement Letter”).

Fees and Warrants. On the Closing Date: (a) The Company will issue and deliver to each the persons listed on Exhibit A under the column heading "Warrant Holders", or to such other persons as the Purchaser a shall otherwise designate (such named persons, as they may be so otherwise designated, being referred to as the "Warrant Recipients"), Warrants to purchase up to that number of shares of the Company’s Common Stock set forth opposite in the name of such Purchaser amounts designated on Schedule I Exhibit A hereto in connection with the Offering (as amended, modified or supplemented from time the "Warrants") pursuant to time, a “Warrant”)Section 1 hereof. The Warrants must be delivered on the Closing Date. The aggregate number of shares of Common Stock purchasable upon exercise of the Warrants granted on the Closing Date is set forth on Exhibit A hereto. A form of Warrant is annexed hereto as Exhibit B. C. The per share "Purchase Price" of Common Stock as defined in the Warrants shall be equal to the lowest closing bid price of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the "Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded, for the ten (10) trading days preceding but not including the Closing Date. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchasers by the Company Purchaser are hereby also made and granted to the holders of the Warrants in respect of the Warrants and shares of the Company’s 's Common Stock issuable upon exercise of the Warrants (the “"Warrant Shares”"). (b) The Company shall pay (i) reimburse Purchaser for its reasonable legal fees of $5,000 for services rendered to RAM Capital Resources, LLC, Purchaser in preparation of this Agreement and the manager of Truk Opportunity and Truk International, a closing payment in an amount equal Related Agreements. Amounts required to three and one half percent (3.5%) of 34.09090909% of be paid hereunder will be paid at the Total Investment Amount and (ii) to Centrecourt Asset Management LLC, the manager of CAMOFI, a closing payment in an amount equal to three and one half percent (3.5%) of 65.90909090% of the Total Investment Amount. The foregoing fees are referred to herein as the “Closing PaymentClosing.” (c) The Company shall will pay to Ascendiant Securities, LLC an agent (x) a cash fee in the amount of ten percent (10% %) of the Total Investment Amount. (d) The Company shall reimburse the Purchasers for their reasonable expenses (including legal fees and expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses incurred in connection with the Purchasers’ due diligence review of the Company and its Subsidiaries (as defined in Section 4.2) and all related matters. Amounts required aggregate gross purchase price to be paid to the Company from the sale of Notes in the Offering and (y) a cash fee in the amount of ten percent (10%) of the aggregate gross proceeds received by the Company upon exercise of the Warrants (the "Warrant Exercise Compensation" and, collectively with the fees referred to in subsection (x) above, the "Fund Manager's Fee") to the persons listed on Exhibit A under this Section 2(d), will the column heading "Fund Manager's Fee Recipient." The Fund Manager's Fee must be paid on the Closing Date. (e) . The Closing Payment and the expenses referred to in the preceding clauses (c) and (d) (net of deposits previously Warrant Exercise Compensation must be paid by the CompanyCompany within ten (10) shall days of the exercise of a Warrant by the holder thereof. The aforementioned Fund Manager's Fee and legal fees will be paid payable at closing the Closing out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Purchaser and an Escrow Agreement (Agent. Failure to timely deliver the Fund Manager's Fee, Warrant Exercise Compensation or the Warrants shall be deemed an Event of Default as defined below) and a disbursement letter (in Article III of the “Disbursement Letter”)Notes.

Fees and Warrants. On the Closing Date: (a) The Company will issue and deliver to each the persons listed on Exhibit A under the column heading "Warrant Holders", or to such other persons as the Purchaser a shall otherwise designate (such named persons, as they may be so otherwise designated, being referred to as the "Warrant Recipients"), Warrants to purchase up to that number of shares of the Company’s Common Stock set forth opposite in the name of such Purchaser amounts designated on Schedule I Exhibit A hereto in connection with the Offering (as amended, modified or supplemented from time the "Warrants") pursuant to time, a “Warrant”)Section 1 hereof. The Warrants must be delivered on the Closing Date. The aggregate number of shares of Common Stock purchasable upon exercise of the Warrants granted on the Closing Date is set forth on Exhibit A hereto. A form of Warrant is annexed hereto as Exhibit B. C. The per share "Purchase Price" of Common Stock as defined in the Warrants shall be equal to the lesser of (i) 120% of the average of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the "Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded, for the ten (10) trading days preceding but not including the Closing Date or (ii) 120% of the average of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial on the Principal Market for the ten trading days prior to but not including the date the Warrant is exercised. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchasers by the Company Purchaser are hereby also made and granted to the holders of the Warrants in respect of the Warrants and shares of the Company’s 's Common Stock issuable upon exercise of the Warrants (the “"Warrant Shares”"). (b) The Company shall pay (i) to RAM Capital Resources, LLC, counsel to the manager of Truk Opportunity and Truk International, a closing payment in an amount equal to three and one half percent (3.5%) of 34.09090909% of the Total Investment Amount and (ii) to Centrecourt Asset Management LLC, the manager of CAMOFI, a closing payment in an amount equal to three and one half percent (3.5%) of 65.90909090% of the Total Investment Amount. The foregoing fees are referred to herein as the “Closing Payment.” (c) The Company shall pay to Ascendiant Securities, LLC an agent fee of 10% of the Total Investment Amount. (d) The Company shall reimburse the Purchasers for their Purchaser its reasonable expenses (including legal fees and expenses) incurred of $15,000 for services rendered to Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined)Agreements, and expenses incurred an additional amount not to exceed $2,500 in connection with the Purchasers’ its due diligence review of the Company and its Subsidiaries (as defined in Section 4.2) and all related relevant matters. Amounts required to be paid hereunder will be paid at the Closing. (c) The Company will pay (x) a cash fee in the amount of ten percent (10%) of the aggregate gross purchase price to be paid to the Company from the sale of Notes in the Offering and (y) a cash fee in the amount of ten percent (10%) of the aggregate gross proceeds received by the Company upon exercise of the Warrants (the "Warrant Exercise Compensation" and, collectively with the fees referred to in subsection (x) above, the "Fund Manager's Fee") to the persons listed on Exhibit A under this Section 2(d), will the column heading "Fund Manager's Fee Recipient." The Fund Manager's Fee must be paid on the Closing Date. (e) . The Closing Payment and the expenses referred to in the preceding clauses (c) and (d) (net of deposits previously Warrant Exercise Compensation must be paid by the CompanyCompany within ten (10) shall days of the exercise of a Warrant by the holder thereof. The aforementioned Fund Manager's Fee and legal fees will be paid payable at closing the Closing out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Purchaser and an Escrow Agreement (Agent. Failure to timely deliver the Fund Manager's Fee, Warrant Exercise Compensation or the Warrants shall be deemed an Event of Default as defined below) and a disbursement letter (in Article III of the “Disbursement Letter”)Notes.

Fees and Warrants. On the Closing Date: (a) The Company will issue and deliver to each the persons listed on Exhibit A under the column heading "Warrant Holders", or to such other persons as the Purchaser a shall otherwise designate (such named persons, as they may be so otherwise designated, being referred to as the "Warrant Recipients"), Warrants to purchase up to that number of shares of the Company’s Common Stock set forth opposite in the name of such Purchaser amounts designated on Schedule I Exhibit A hereto in connection with the Offering (as amended, modified or supplemented from time the "Warrants") pursuant to time, a “Warrant”)Section 1 hereof. The Warrants must be delivered on the Closing Date. The aggregate number of shares of Common Stock purchasable upon exercise of the Warrants granted on the Closing Date is set forth on Exhibit A hereto. A form of Warrant is annexed hereto as Exhibit B. C. The per share "Purchase Price" of Common Stock as defined in the Warrants shall be equal to $2.65. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchasers by the Company Purchaser are hereby also made and granted to the holders of the Warrants in respect of the Warrants and shares of the Company’s 's Common Stock issuable upon exercise of the Warrants (the “"Warrant Shares”"). (b) The Company shall pay (i) to RAM Capital Resources, LLC, the manager of Truk Opportunity and Truk International, a closing payment in an amount equal to three and one half percent (3.5%) of 34.09090909% of the Total Investment Amount and (ii) to Centrecourt Asset Management LLC, the manager of CAMOFI, a closing payment in an amount equal to three and one half percent (3.5%) of 65.90909090% of the Total Investment Amount. The foregoing fees are referred to herein as the “Closing Payment.” (c) The Company shall pay to Ascendiant Securities, LLC an agent fee of 10% of the Total Investment Amount. (d) The Company shall reimburse the Purchasers Purchaser for their its reasonable expenses (including legal fees and expenses) incurred of $20,000 for services rendered to Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined)Agreements, and expenses incurred an additional amount not to exceed $2,500 in connection with the Purchasers’ its due diligence review of the Company and its Subsidiaries (as defined in Section 4.2) and all related relevant matters. Amounts required to be paid hereunder will be paid at the Closing. (c) The Company will pay a cash fee in the amount of five percent (5%) of the aggregate gross purchase price to be paid to the Company from the sale of Notes in the Offering (the "Fund Manager's Fee") to the persons listed on Exhibit A under this Section 2(d), will the column heading "Fund Manager's Fee Recipient." The Fund Manager's Fee must be paid on the Closing Date. (e) . The aforementioned Fund Manager's Fee and legal fees will be payable at the Closing Payment and the expenses referred to in the preceding clauses (c) and (d) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Purchaser and an Escrow Agreement (as defined below) and a disbursement letter (the “Disbursement Letter”)Agent.

Fees and Warrants. On the Closing Date: (a) The Company will issue and deliver to each the Purchaser a Warrant to purchase up to that number of 250,000 shares of the Company’s Common Stock set forth opposite in connection with the name of such Purchaser on Schedule I hereto Offering (as amended, modified or supplemented from time the "Warrant") pursuant to time, a “Warrant”)Section 1 hereof. The Warrants Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, representations and indemnification, and other rights warranties made or granted to or for the benefit of the Purchasers Purchaser by the Company with respect to the Preferred Stock are hereby also made and granted in respect of the Warrants Warrant and shares of the Company’s 's Common Stock issuable upon exercise of the Warrants Warrant (the “"Warrant Shares”"). (b) The Company shall pay (i) to RAM Capital Resources, LLC, the manager of Truk Opportunity and Truk International, a closing payment in an amount equal to three and one half percent (3.5%) of 34.09090909% of the Total Investment Amount and (ii) to Centrecourt Asset Management LLC, the manager of CAMOFI, a closing payment in an amount equal to three and one half percent (3.5%) of 65.90909090% of the Total Investment Amount. The foregoing fees are referred to herein as the “Closing Payment.” (c) The Company shall pay to Ascendiant Securities, LLC an agent fee of 10% of the Total Investment Amount. (d) The Company shall reimburse the Purchasers Purchaser for their its reasonable expenses (including legal fees and expenses) incurred for services rendered to the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined)Agreements, and expenses incurred in connection with the Purchasers’ Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 4.2) and all related relevant matters. Amounts required to be paid under this Section 2(d)hereunder will be paid at the Closing and shall not exceed $20,000, provided that said amount shall not be payable prior to the Purchaser providing a written xxxx to the Company. (c) The Company will pay a cash fee in the amount of eight percent (8%) of the aggregate gross purchase price to be paid to the Company from the sale of the Preferred Stock in the Offering (the "Fund Management Fee") to Laurus Capital Management, L.L.C., a Delaware limited liability company. The Fund Management Fee must be paid on the Closing Date. (e) . The aforementioned Fund Management Fee and legal fees will be payable at the Closing Payment and the expenses referred to in the preceding clauses (c) and (d) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Purchaser and an Escrow Agreement (as defined below) and a disbursement letter (the “Disbursement Letter”)Agent.

Fees and Warrants. On the Closing Date: (a) The Company will issue and deliver to each Purchaser a the persons listed on Exhibit A under the column heading "Warrant Holders", or to such other persons as the Purchasers shall otherwise designate (such named persons, as they may be so otherwise designated, being referred to as the "WARRANT RECIPIENTS"), Warrants to purchase up to that number of shares of the Company’s Common Stock set forth opposite in the name of such Purchaser amounts designated on Schedule I Exhibit A hereto in connection with the Initial Offering (as amended, modified or supplemented from time the "INITIAL WARRANTS") pursuant to time, a “Warrant”)Section 1.1 hereof. The Initial Warrants must be delivered on the each applicable Initial Offering Closing Date, with respect to the dollar amount of Notes purchased on such Closing Date, at the rate of one Warrant Share for each such dollar amount of Notes then purchased. The aggregate number of shares of Common Stock purchasable upon exercise of the Initial Warrants granted on the Initial Closing Date is set forth on Exhibit A hereto. The Company will deliver to the Warrant Recipients, Warrants which are exercisable for 12% of the shares of Common Stock to be issued upon conversion of the Obligation Notes (the "OBLIGATION WARRANTS"). The Obligation Warrants with respect to a Purchase Obligation must be delivered no later than the Delivery Date (as defined in Section 9.1(b) hereof) in relation to the relevant Conversion Date. The Initial Warrants and Obligation Warrants are referred to herein collectively as Warrants. A form of Warrant is annexed hereto as Exhibit B. D. The per share "PURCHASE PRICE" of Common Stock as defined in the Warrants shall be equal to the lowest closing bid price of the Common Stock for the ten (10) trading days preceding, but not including, the applicable Initial Offering Closing Date or Obligation Closing Date, as the case may be, as reported on the Principal Market. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchasers by the Company are hereby also made and granted to the holders of the Warrants in respect of the Warrants and shares of the Company’s 's Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”"WARRANT SHARES"). (b) The Company shall pay (i) to RAM Capital Resources, LLC, counsel to the manager of Truk Opportunity and Truk International, a closing payment Purchasers its reasonable legal fees in an amount equal not to three and one half percent (3.5%) of 34.09090909% of the Total Investment Amount and (ii) exceed $27,500 for services rendered to Centrecourt Asset Management LLC, the manager of CAMOFI, a closing payment Purchasers in an amount equal to three and one half percent (3.5%) of 65.90909090% of the Total Investment Amount. The foregoing fees are referred to herein as the “Closing Payment.” (c) The Company shall pay to Ascendiant Securities, LLC an agent fee of 10% of the Total Investment Amount. (d) The Company shall reimburse the Purchasers for their reasonable expenses (including legal fees and expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined)Agreements, and expenses incurred in an additional amount not to exceed $2,500 in connection with the Purchasers’ its due diligence review of the Company and relevant matters. In addition, the Company will pay to counsel to the Purchasers its Subsidiaries (as defined reasonable legal fees in Section 4.2) an amount not to exceed $2,000 for each Initial Closing and Obligation Closing up to a maximum of $15,000, in the aggregate, for all related matterssuch closings. Amounts required to be paid under this Section 2(d), hereunder will be paid on at the applicable Initial Closing Dateor Obligation Closing, as the case may be. (ec) The Closing Payment Company will pay (x) a cash fee in the amount of ten percent (10%) of the aggregate gross purchase price to be paid to the Company from the sale of Initial Notes in the Initial Offering (i.e., 10% of $2,000,000, or $200,000) and each subsequent sale of Obligation Notes (i.e., 10% of that portion of the expenses $8,000,000 of Obligation Notes sold at all Obligation Closings), and (y) a cash fee in the amount of ten percent (10%) of the aggregate gross proceeds received by the Company upon exercise of the Warrants (the "WARRANT EXERCISE COMPENSATION" and, collectively with the fees referred to in subsection (x) above, the preceding clauses (c"FINDER'S FEE") and (d) (net to the persons listed on Exhibit A under the column heading "Finder's Fee Recipient," or to such other manager of deposits previously each such funding, as designated in writing by the Purchasers. The Finder's Fee must be paid at each applicable Initial Offering Closing Date or Obligation Closing Date with respect to the Initial Notes or Obligation Notes sold on such date. The Warrant Exercise Compensation must be paid by the CompanyCompany within ten (10) shall days of the exercise of a Warrant by the holder thereof. The aforementioned Finder's Fee and legal fees will be paid payable at the applicable closing out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Purchasers and an Escrow Agreement (Agent. Failure to timely deliver the Finder's Fee, Warrant Exercise Compensation or the Warrants shall be deemed an Event of Default as defined below) and a disbursement letter (in Article III of the “Disbursement Letter”)Notes.

Fees and Warrants. On the Closing Date: (a) The Company will issue and deliver to each Purchaser a Warrant to purchase up to that number of shares of the Company’s Common Stock set forth opposite the name of such Purchaser on Schedule I hereto (as amended, modified or supplemented from time to time, a “Warrant”). The Warrants must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchasers by the Company are hereby also made and granted in respect of the Warrants and shares of the Company’s Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”). (b) The Company shall pay (i) to RAM Capital Resources, LLC, the manager of Truk Opportunity and Truk International[PURCHASER’S MANAGER], a closing payment in an amount equal to three and one half percent (3.5%) of 34.09090909% of the Total Investment Amount and (ii) to Centrecourt Asset Management LLC, the manager of CAMOFI[PURCHASER 2’S MANAGER], a closing payment in an amount equal to three and one half percent (3.5%) of 65.90909090% of the Total Investment Amount. The foregoing fees are referred to herein as the “Closing Payment.” (c) The Company shall pay to Ascendiant Securities, LLC an agent fee of 10% of the Total Investment Amount. (d) The Company shall reimburse the Purchasers for their reasonable expenses (including legal fees and expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses incurred in connection with the Purchasers’ due diligence review of the Company and its Subsidiaries (as defined in Section 4.26.8) and all related matters. Amounts required to be paid under this Section 2(d2(c), will be paid on the Closing DateDate and shall in no event exceed $37,500 in the aggregate. (ed) The Closing Payment and the expenses referred to in the preceding clauses clause (c) and (d) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to an Escrow Agreement (as defined below) and a disbursement letter (the “Disbursement Letter”).

Fees and Warrants. On the Closing Date: (a) The Company will issue and deliver to each the Purchaser a Warrant the Warrants to purchase up to that number 10,000,000 of shares of Common Stock (subject to adjustment as set forth therein and in the Warrant Side Letter, as hereinafter defined) in connection with and in consideration of the Purchaser's purchase of the Note pursuant to Section 1 hereof. The shares of the Company’s 's Common Stock set forth opposite the name of such Purchaser on Schedule I hereto (as amendeddefined in Section 4.3(a) below) issued upon the due and timely exercise of the Warrants will be referred to as the "Warrant Shares". Subject to Section 11.4 hereof, modified or supplemented from time to time, a “Warrant”). The Warrants must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All all the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchasers Purchaser by the Company are hereby also made and granted in respect for the benefit of the Warrants and shares Purchaser as holder of the Company’s Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”)Warrants. (b) The Subject to the terms of Section 2(d) below, the Company shall pay (i) to RAM Laurus Capital ResourcesManagement, LLC, the manager of Truk Opportunity and Truk Internationalthe Purchaser, a closing payment in an amount equal to three and one one-half percent (3.53.50%) of 34.09090909% the aggregate principal amount of the Total Investment Amount and (ii) to Centrecourt Asset Management LLC, the manager of CAMOFI, a closing payment in an amount equal to three and one half percent (3.5%) of 65.90909090% of the Total Investment AmountNote. The foregoing fees are fee is referred to herein as the “"Closing Payment.”" (c) The Company shall pay to Ascendiant Securities, LLC an agent fee of 10% of the Total Investment Amount. (d) The Company shall reimburse the Purchasers Purchaser for their its reasonable expenses (including legal fees and expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses incurred in connection with the Purchasers’ Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 4.2) and all related matters. Amounts required to be paid under this Section 2(d), 2(c) will be paid on the Closing DateDate and shall be $20,000 for such expenses referred to in this Section 2(c). (ed) The Closing Payment and the expenses referred to in the preceding clauses clause (c) and (d) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to an the Escrow Agreement (as defined below) and a disbursement letter (the “"Disbursement Letter”").

Fees and Warrants. On the Closing Date: (a) The Company will issue and deliver to each Purchaser a the persons listed on Exhibit A under the column heading "Warrant Holders", or to such other persons as the (a) Purchasers shall otherwise designate (such named persons, as they may be so otherwise designated, being referred to as the "Warrant Recipients"), Warrants to purchase up to that number of shares of the Company’s Common Stock set forth opposite in the name of such Purchaser amounts designated on Schedule I Exhibit A hereto in connection with the Offering (as amended, modified or supplemented from time the "Warrants") pursuant to time, a “Warrant”)Section 1 hereof. The Warrants must be delivered on the Closing Date. The aggregate number of shares of Common Stock purchasable upon exercise of the Warrants granted on the Closing Date is set forth on Exhibit A hereto. A form of Warrant is annexed hereto as Exhibit B. C. The per share "Purchase Price" of Common Stock as defined in the Warrants shall be equal to 120% of closing price of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the "Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded, on the day preceding the Closing. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchasers by the Company are hereby also made and granted to the holders of the Warrants in respect of the Warrants and shares of the Company’s 's Common Stock issuable upon exercise of the Warrants (the “"Warrant Shares”"). (b) The Company shall pay (i) to RAM Capital Resources, LLC, the manager of Truk Opportunity and Truk International, a closing payment in an amount equal to three and one half percent (3.5%) of 34.09090909% of the Total Investment Amount and (ii) to Centrecourt Asset Management LLC, the manager of CAMOFI, a closing payment in an amount equal to three and one half percent (3.5%) of 65.90909090% of the Total Investment Amount. The foregoing fees are referred to herein as the “Closing Payment.” (c) The Company shall pay to Ascendiant Securities, LLC an agent fee of 10% of the Total Investment Amount. (d) The Company shall reimburse the Purchasers for their reasonable expenses (including legal fees and expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses incurred in connection with the Purchasers’ due diligence review of the Company and its Subsidiaries (as defined in Section 4.2) and all related matters. Amounts required to be paid under this Section 2(d), will be paid on the Closing Date. (e) The Closing Payment and the expenses referred to in the preceding clauses (c) and (d) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to an Escrow Agreement (as defined below) and a disbursement letter (the “Disbursement Letter”).

Fees and Warrants. On the Closing Date: (a) The Company will issue and deliver to each the persons listed on Exhibit A under the column heading "Warrant Holders", or to such other persons as the Purchaser a Warrant shall otherwise designate (such named persons, as they may be so otherwise designated, being referred to as the "WARRANT RECIPIENTS"), Warrants to purchase up to that number of shares of the Company’s Common Stock set forth opposite in the name of such Purchaser amounts designated on Schedule I Exhibit A hereto in connection with the Offering (as amended, modified or supplemented from time the "Warrants") pursuant to time, a “Warrant”)Section 1 hereof. The Warrants must be delivered on the Closing Date. The aggregate number of shares of Common Stock purchasable upon exercise of the Warrants granted on the Closing Date is set forth on Exhibit A hereto. A form of Warrant is annexed hereto as Exhibit B. C. The per share "PURCHASE PRICE" of Common Stock as defined in the Warrants shall be equal to the lesser of (i) 120% of the average of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the "PRINCIPAL MARKET"), or such other principal market or exchange where the Common Stock is listed or traded, for the ten (10) trading days preceding but not including the Closing Date or (ii) 120% of the average of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial on the Principal Market for the ten trading days prior to but not including the date the Warrant is exercised. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchasers by the Company Purchaser are hereby also made and granted to the holders of the Warrants in respect of the Warrants and shares of the Company’s 's Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”"WARRANT SHARES"). (b) The Company shall pay (i) to RAM Capital Resources, LLC, the manager of Truk Opportunity and Truk International, a closing payment in an amount equal to three and one half percent (3.5%) of 34.09090909% of the Total Investment Amount and (ii) to Centrecourt Asset Management LLC, the manager of CAMOFI, a closing payment in an amount equal to three and one half percent (3.5%) of 65.90909090% of the Total Investment Amount. The foregoing fees are referred to herein as the “Closing Payment.” (c) The Company shall pay to Ascendiant Securities, LLC an agent fee of 10% of the Total Investment Amount. (d) The Company shall reimburse the Purchasers Purchaser for their its reasonable expenses (including legal fees and expenses) incurred of $15,000 for services rendered to Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined)Agreements, and expenses incurred an additional amount not to exceed $2,500 in connection with the Purchasers’ its due diligence review of the Company and its Subsidiaries (as defined in Section 4.2) and all related relevant matters. Amounts required to be paid hereunder will be paid at the Closing. (c) The Company will pay a cash fee in the amount of ten percent (10%) of the aggregate gross purchase price to be paid to the Company from the sale of Notes in the Offering (the "FUND MANAGER'S FEE") to the persons listed on Exhibit A under this Section 2(d), will the column heading "Fund Manager's Fee Recipient." The Fund Manager's Fee must be paid on the Closing Date. (e) . The aforementioned Fund Manager's Fee and legal fees will be payable at the Closing Payment and the expenses referred to in the preceding clauses (c) and (d) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Purchaser and an Escrow Agreement (Agent. Failure to timely deliver the Fund Manager's Fee, or the Warrants shall be deemed an Event of Default as defined below) and a disbursement letter (in Article III of the “Disbursement Letter”)Notes.

Fees and Warrants. On the Closing Date: (a) The Company will issue and deliver to each the persons listed on Exhibit A under the column heading "Warrant Holders", or to such other persons as the Purchaser a Warrant shall otherwise designate (in accordance with applicable laws) (such named persons, as they may be so otherwise designated, being referred to as the "WARRANT RECIPIENTS"), Warrants to purchase up to that number of shares of the Company’s Common Stock set forth opposite in the name of such Purchaser amounts designated on Schedule I Exhibit A hereto in connection with the Offering (as amended, modified or supplemented from time the "WARRANTS") pursuant to time, a “Warrant”)Section 1 hereof. The Warrants must be delivered on the Closing Date. The aggregate number of shares of Common Stock purchasable upon exercise of the Warrants granted on the Closing Date is set forth on Exhibit A hereto. A form of Warrant is annexed hereto as Exhibit B. C. The per share "PURCHASE PRICE" of Common Stock as defined in the Warrants shall be equal to 120% of the average of the eight lowest closing prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the "PRINCIPAL MARKET"), or such other principal market or exchange where the Common Stock is listed or traded, for the thirty (30) trading days preceding but not including the Closing Date. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchasers by the Company Purchaser are hereby also made and granted to the holders of the Warrants in respect of the Warrants and shares of the Company’s 's Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”"WARRANT SHARES"). (b) The Company shall pay (i) to RAM Capital Resources, LLC, the manager of Truk Opportunity and Truk International, a closing payment in an amount equal to three and one half percent (3.5%) of 34.09090909% of the Total Investment Amount and (ii) to Centrecourt Asset Management LLC, the manager of CAMOFI, a closing payment in an amount equal to three and one half percent (3.5%) of 65.90909090% of the Total Investment Amount. The foregoing fees are referred to herein as the “Closing Payment.” (c) The Company shall pay to Ascendiant Securities, LLC an agent fee of 10% of the Total Investment Amount. (d) The Company shall reimburse the Purchasers Purchaser for their its reasonable expenses (including legal fees and expenses) incurred of $20,000 for services rendered to Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined)Agreements, and expenses incurred an additional amount not to exceed $2,500 in connection with the Purchasers’ its due diligence review of the Company and its Subsidiaries (as defined in Section 4.2) and all related relevant matters. Amounts required to be paid hereunder will be paid at the Closing. (c) The Company will pay a cash fee in the amount of ten percent (10%) of the aggregate gross purchase price to be paid to the Company from the sale of Notes in the Offering (the "FUND MANAGER'S FEE") to the persons listed on Exhibit A under this Section 2(d), will the column heading "Fund Manager's Fee Recipient." The Fund Manager's Fee must be paid on the Closing Date. (e) . The aforementioned Fund Manager's Fee and legal fees will be payable at the Closing Payment and the expenses referred to in the preceding clauses (c) and (d) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Purchaser and an Escrow Agreement (Agent. Failure to timely deliver the Fund Manager's Fee, or the Warrants shall be deemed an Event of Default as defined below) and a disbursement letter (in Article III of the “Disbursement Letter”)Notes.