Common use of Placement Fees and Expenses Clause in Contracts

Placement Fees and Expenses. (i) As compensation for the Placement Agents’ services rendered hereunder, the Company will pay the Placement Agents an aggregate placement fee (the “Placement Fee”) equal to five percent (5.0%) of the aggregate gross proceeds from Shares purchased by Purchasers solicited by the Placement Agents in the Offering, provided, however, with respect to proceeds received by the Company from the sale of the Shares to certain investors identified by the Company at or before the time of the Company’s acceptance of any such investor’s Subscription Offer Form, as “friends and family,” the Company will pay the Placement Agents one percent (1.0%) of such proceeds received by the Company. The Company agrees that any Placement Fee payable by the Company to the Placement Agents will be in cash, and will be paid out of the escrowed funds held by the Escrow Agent on the Closing Date pursuant to a joint instruction from the Company and the Representative to the Escrow Agent. (ii) The Placement Fee received by the Placement Agents will be allocated between the Placement Agents pursuant to the allocation schedule set forth in Schedule 3. (iii) In addition, whether or not a sale of the Shares occurs, and in addition to the compensation described in Section 6(c)(i) above, the Company shall, upon request and from time to time, reimburse the Placement Agents for all reasonable and documented travel and out-of-pocket expenses and disbursements incurred in connection with this engagement, including without limitation: (i) up to $50,000 in legal fees (which includes fees and expenses of Placement Agents’ counsel in obtaining a no-objection letter from FINRA), and (ii) up to $25,000 in travel and other out-of-pocket expenses for the Placement Agents, and marketing and syndication expenses. Such expenses may include those incurred in connection with services performed pursuant to this Agreement as well as any services which may have been performed pursuant to the Engagement Letter. The provisions of this paragraph are not intended to apply to, and shall not in any way limit or impair, the indemnification and contribution sections included in or incorporated by reference into this Agreement.

Placement Fees and Expenses. (i) As compensation for the Placement Agents’ Agent’s services rendered hereunder, the Company will pay the Placement Agents Agent an aggregate placement fee (the “Placement Fee”) equal to five the sum of (a) six percent (5.06.0%) of the aggregate gross proceeds from Shares purchased in the Offering by Purchasers solicited investors introduced by the Placement Agents in the Offering, provided, however, with respect to proceeds received by the Company from the sale of the Shares to certain investors identified by the Company at or before the time of the Company’s acceptance of any such investor’s Subscription Offer Form, as “friends Agent and family,” the Company will pay the Placement Agents (b) one percent (1.0%) of such the aggregate gross proceeds received from Shares purchased in the Offering by investors not introduced by the CompanyPlacement Agent. The Company agrees that any Placement Fee shall be payable by the Company to the Placement Agents will be Agent in cash, by wire transfer of good and will be paid out of the escrowed funds held by the Escrow Agent immediately available funds, on the Closing Date pursuant to a joint instruction from upon any closing of the Company and Offering. In the Representative to event that there are multiple Closing Dates, the Escrow Agentportion of the Placement Fee associated with the investment being closed will be payable in accordance with this Section 4(c)(i) at such closing. (ii) The Placement Fee received by the Placement Agents will be allocated between the Placement Agents pursuant to the allocation schedule set forth in Schedule 3. (iii) In addition, whether or not a sale of the Shares occurs, and in addition to the compensation described in Section 6(c)(i4(c)(i) above, the Company shall, upon request and from time to timecompletion of the Offering, reimburse the Placement Agents Agent for all reasonable pre-approved (which approval shall not be unreasonably withheld) and documented travel and out-of-pocket accountable expenses and disbursements incurred in connection with this engagement, including without limitation: (i) up to $50,000 in legal fees (which includes but not limited to, travel, reasonable fees and expenses disbursements of Placement Agents’ counsel in obtaining a no-objection letter from FINRA)its legal counsel; provided, and (ii) up to however, such expense reimbursement shall not exceed $25,000 in travel and other out-of-pocket expenses for the Placement Agentsaggregate without the Company’s consent, and marketing and syndication expenseswhich consent shall not be unreasonably witheld. Such expenses may include those incurred in connection with services performed pursuant to this Agreement as well as any services which may have been performed pursuant to the Engagement Letter. The provisions of this paragraph are not intended to apply to, and shall not in any way limit or impair, the indemnification and contribution sections included in or incorporated by reference into this Agreement or the Engagement Letter. (iii) The Company shall also pay the Placement Agent a placement fee on any financing by the Company or its affiliates involving the issuance of Common Stock or other equity securities consummated pursuant to any agreement, commitment or understanding which is entered into during the six (6) month period following the earlier of the date of termination or expiration of the Offering (the "Residual Period"); provided, however, that the placement fee due under such circumstances shall only be applicable to purchasers in such subsequent offering who were introduced to the Bank as provided below and shall be equal to six percent (6.0%) of the gross proceeds from the Common Stock and/or other equity securities purchased in such financing(s). The Placement Agent will provide the Company with a list of purchasers who are subject to the Residual Period within five (5) business days of the earlier of the date of termination or expiration of the Offering. There will be no Residual Period if the Bank has terminated this Agreement pursuant to the third sentence of Section 7(a) of this Agreement.

Placement Fees and Expenses. (i) As compensation for the Placement Agents’ Agent’s services rendered hereunder, the Company will pay the Placement Agents Agent an aggregate placement fee (the “Placement Fee”) equal to five the sum of (a) six percent (5.06.0%) of the aggregate gross proceeds from Shares purchased in the Offering by Purchasers solicited investors introduced by the Placement Agents in the Offering, provided, however, with respect to proceeds received by the Company from the sale of the Shares to certain investors identified by the Company at or before the time of the Company’s acceptance of any such investor’s Subscription Offer Form, as “friends Agent and family,” the Company will pay the Placement Agents (b) one percent (1.0%) of such the aggregate gross proceeds received from Shares purchased in the Offering by investors not introduced by the CompanyPlacement Agent. The Company agrees that any Placement Fee shall be payable by the Company to the Placement Agents will be Agent in cash, by wire transfer of good and will be paid out of the escrowed funds held by the Escrow Agent immediately available funds, on the Closing Date pursuant to a joint instruction from upon any closing of the Company and Offering. In the Representative to event that there are multiple Closing Dates, the Escrow Agentportion of the Placement Fee associated with the investment being closed will be payable in accordance with this Section 4(c)(i) at such closing. (ii) The Placement Fee received by the Placement Agents will be allocated between the Placement Agents pursuant to the allocation schedule set forth in Schedule 3. (iii) In addition, whether or not a sale of the Shares occurs, and in addition to the compensation described in Section 6(c)(i4(c)(i) above, the Company shall, upon request and from time to timecompletion of the Offering, reimburse the Placement Agents Agent for all reasonable pre-approved (which approval shall not be unreasonably withheld) and documented travel and out-of-pocket accountable expenses and disbursements incurred in connection with this engagement, including without limitation: (i) up to $50,000 in legal fees (which includes but not limited to, travel, reasonable fees and expenses disbursements of Placement Agents’ counsel in obtaining a no-objection letter from FINRA)its legal counsel; provided, and (ii) up to however, such expense reimbursement shall not exceed $25,000 in travel and other out-of-pocket expenses for the Placement Agents, and marketing and syndication expenses25,000. Such expenses may include those incurred in connection with services performed pursuant to this Agreement as well as any services which may have been performed pursuant to the Engagement Letter. The provisions of this paragraph are not intended to apply to, and shall not in any way limit or impair, the indemnification and contribution sections included in or incorporated by reference into this Agreement or the Engagement Letter. (iii) The Company shall also pay the Placement Agent a placement fee on any financing by the Company or its affiliates involving the issuance of Common Stock or other equity securities consummated pursuant to any agreement, commitment or understanding which is entered into during the six (6) month period following the earlier of the date of termination or expiration of the Offering (the "Residual Period"); provided, however, that the placement fee due under such circumstances shall only be applicable to purchasers in such subsequent offering who were introduced to the Bank as provided below and shall be equal to six percent (6.0%) of the gross proceeds from the Common Stock and/or other equity securities purchased in such financing(s). The Placement Agent will provide the Company with a list of purchasers who are subject to the Residual Period within five (5) business days of the earlier of the date of termination or expiration of the Offering. There will be no Residual Period if the Bank has terminated this Agreement pursuant to the third sentence of Section 7(a) of this Agreement.

Placement Fees and Expenses. (i) As compensation Simultaneously with payment for and --------------------------- delivery of the Placement Agents’ services rendered hereunderUnits at each Closing as provided in paragraph 3(a) above, the Company will shall at such Closing pay to the Placement Agents an aggregate placement fee Agent (i) a commission (the “Placement Fee”"Cash Commission") equal to five nine percent (5.09%) of the aggregate gross proceeds from Shares purchased by Purchasers solicited by purchase price of the Units sold and (ii) a non-accountable expense allowance (the "Expense Allowance") equal to four percent (4%) of the aggregate purchase price of the Units sold. The Company shall also pay all expenses in connection with the qualification of the Units under the securities or Blue Sky laws of the states which the Placement Agents Agent shall designate. In addition, upon each Closing of the sale of the Units being offered, the Company will sell to the Placement Agent and/or its designees, for $.001 per warrant, preferred stock warrants (the "Placement Warrants") to acquire a number of newly issued shares of Preferred Stock equal to ten percent (10%) of the number of shares of Preferred Stock issued in the Offering, provided, however, exercisable for a period of ten (10) years commencing six months after the Final Closing Date at an exercise price equal to one hundred ten percent (110%) of the initial offering price of the Units. The Company agrees with respect the Placement Agent and its successors and assigns that the Placement Warrants will not be subject to proceeds received redemption by the Company from the sale of the Shares to certain investors identified by the Company at nor will they be callable or before the time of the Company’s acceptance of any such investor’s Subscription Offer Form, as “friends and family,” the Company will pay the Placement Agents one percent (1.0%) of such proceeds received mandatorily convertible by the Company. The Company agrees Placement Warrants cannot be transferred, sold, assigned or hypothecated for six months except that they may be assigned in whole or in part during such period to any Placement Fee payable by NASD member participating in the Company to Offering or any officer or employee of the Placement Agents Agent or any such NASD member. The Placement Warrants will be in cash, contain a cashless exercise feature and will be paid out antidilution provisions and the right to have the Conversion Shares issuable upon conversion of the escrowed funds held by the Escrow Agent Preferred Stock underlying such warrants included on the Closing Date pursuant to a joint instruction from the Company and the Representative to the Escrow AgentShelf Registration Statement. (ii) The Cash Commission, Expense Allowance and Placement Fee received Warrants as set forth in this Agreement shall be paid to the Placement Agent with respect to any investment by any investors introduced to the Company by the Placement Agents will be allocated between Agent ("Covered Investors") in the Placement Agents pursuant to event that any such Covered Investor purchases securities from the allocation schedule set forth in Schedule 3. Company during the twelve (iii12) In addition, whether or not a sale months following the Final Closing Date of the Shares occurs, and in addition to the compensation described in Section 6(c)(i) above, the Company shall, upon request and from time to time, reimburse the Placement Agents for all reasonable and documented travel and out-of-pocket expenses and disbursements incurred in connection with this engagement, including without limitation: (i) up to $50,000 in legal fees (which includes fees and expenses of Placement Agents’ counsel in obtaining a no-objection letter from FINRA), and (ii) up to $25,000 in travel and other out-of-pocket expenses for the Placement Agents, and marketing and syndication expenses. Such expenses may include those incurred in connection with services performed pursuant to this Agreement as well as any services which may have been performed pursuant to the Engagement Letter. The provisions of this paragraph are not intended to apply to, and shall not in any way limit or impair, the indemnification and contribution sections included in or incorporated by reference into this AgreementOffering.

Placement Fees and Expenses. Simultaneously with payment for, and delivery of, the Units at each Closing as provided in paragraph 4(a) above, the Companies shall at such Closing pay to the Placement Agent (i) As compensation for the Placement Agents’ services rendered hereunder, the Company will pay the Placement Agents an aggregate placement fee a commission (the “Placement Fee”"Cash Commission") equal to five percent (5.0%) 9% of the aggregate gross proceeds from Shares purchased by Purchasers solicited by the Placement Agents in the Offering, provided, however, with respect to proceeds received by the Company from the sale of the Shares to certain investors identified by the Company at or before the time of the Company’s acceptance of any such investor’s Subscription Offer Form, as “friends and family,” the Company will pay the Placement Agents one percent (1.0%) of such proceeds received by the Company. The Company agrees that any Placement Fee payable by the Company to the Placement Agents will be in cash, and will be paid out of the escrowed funds held by the Escrow Agent on the Closing Date pursuant to a joint instruction from the Company and the Representative to the Escrow Agent. (ii) The Placement Fee received by the Placement Agents will be allocated between the Placement Agents pursuant to the allocation schedule set forth in Schedule 3. (iii) In addition, whether or not a sale of the Shares occurs, and in addition to the compensation described in Section 6(c)(i) above, the Company shall, upon request and from time to time, reimburse the Placement Agents for all reasonable and documented travel and out-of-pocket expenses and disbursements incurred in connection with this engagement, including without limitation: (i) up to $50,000 in legal fees (which includes fees and expenses of Placement Agents’ counsel in obtaining a no-objection letter from FINRA), Units and (ii) up a non-accountable expense allowance (the "Expense Allowance") equal to $25,000 in travel and other out-of-pocket 4% of the gross proceeds from the sale of the Units. The Companies shall also pay all expenses for the Placement Agents, and marketing and syndication expenses. Such expenses may include those incurred in connection with services performed pursuant to this Agreement as well as any services the qualification of the Units under the securities or Blue Sky laws of the states which may have been performed pursuant the Placement Agent shall designate. In addition, upon each Closing of the sale of the Units being offered, the Companies will sell to the Engagement LetterPlacement Agent and/or its designees warrants (the "Placement Warrants") to acquire a number of newly issued Units equal to 10% of the Units issued in the Offering, for $.001 per warrant, exercisable for a period of 10 years commencing six months after the Final Closing Date at an exercise price equal to 110% of the initial offering price of the Units. The provisions Preferred Stock underlying the Placement Warrants shall be entitled to (A) the rights, preferences and privileges set forth in the Certificate of this paragraph are not intended Designation attached to apply tothe Term Sheet as Exhibit B, (B) the rights set forth in Article VI of the Subscription Agreement and shall not in any way limit or impairaccrue dividends from the date of initial issuance of the Preferred Stock regardless of the date on which the Placement Warrants are exercised. In addition, the indemnification Conversion Shares issuable upon conversion of the Preferred Stock underlying the Placement Warrants shall be entitled to the registration rights as described in Article V of the Subscription Agreement. The securities underlying the Placement Warrants shall not be subject to redemption by BGDC nor shall they be callable or mandatorily convertible by BGDC. The Placement Warrants shall not be transferred, sold, assigned or hypothecated for a period of six months; provided, however, that the Placement Agent may assign in whole or in part during such period to any NASD member participating in the Offering, any officer or employee of the Placement Agent, or any such NASD member. The Placement Warrants shall contain a cashless exercise feature, a promissory note exercise feature and contribution sections included in or incorporated by reference into this Agreementantidilution provisions.

Placement Fees and Expenses. (i) As compensation Simultaneously with payment for and delivery of the Units at each Closing as provided in paragraph 4(a) above, the Company shall at such Closing pay to the Placement Agents’ services rendered hereunderAgent (i) a commission (the "Cash Commission") equal to nine percent (9%) of the aggregate purchase price of the Units sold and (ii) a non-accountable expense allowance (the "Expense Allowance") equal to four percent (4%) of the aggregate purchase price of the Units sold. The Company shall also pay all expenses in connection with the qualification of the Units under the securities or Blue Sky laws of the states which the Placement Agent shall designate. In addition, upon each closing of the sale of the Units being offered, the Company will sell to the Placement Agent and/or its designees, for $.001 per option, options (the "Unit Purchase Options") to acquire a number of newly issued Units equal to 10% of the Units issued at such closing, exercisable for a period of ten years commencing six months after the Closing Date at an exercise price equal to 110% of the initial offering price of the Units. The Company agrees with the Placement Agent and its successors and assigns that the securities underlying the Unit Purchase Options will not be subject to redemption by the Company nor will they be callable or mandatorily convertible by the Company. The Unit Purchase Options cannot be transferred, sold, assigned or hypothecated for six months except that they may be assigned in whole or in part during such period to any NASD member participating in the Offering or any officer or employee of the Placement Agent or any such NASD member. The Unit Purchase Options will contain a cashless exercise feature and antidilution provisions and the right to have the Warrants underlying such options, the Warrant Shares issuable upon exercise of such Warrants and the Conversion Shares issuable upon conversion of the Preferred Stock underlying such options included on the Shelf Registration Statement. In addition to the foregoing, the Company will pay the Placement Agents an aggregate placement fee (Agent a commission of 6% upon the “Placement Fee”) equal to five percent (5.0%) exercise of any of the aggregate gross proceeds from Shares purchased by Purchasers solicited Warrants. Any out-of-pocket costs incurred by the Placement Agents Agent in connection with the Offering, provided, however, with respect to proceeds received by solicitation of Warrant exercises or the Company from the sale redemption of the Shares to certain investors identified by the Company at or before the time of the Company’s acceptance of any such investor’s Subscription Offer Form, as “friends and family,” the Company will pay the Placement Agents one percent (1.0%) of such proceeds received Warrants shall be borne by the Company. The Company agrees that any Placement Fee payable by the Company to the Placement Agents will be in cash, and will be paid out of the escrowed funds held by the Escrow Agent on the Closing Date pursuant to a joint instruction from the Company and the Representative to the Escrow Agent. (ii) The Cash Commission, Expense Allowance, Unit Purchase Options and Advisory Options as set forth in this Agreement shall be paid to the Placement Fee received Agent with respect to any investment by any investors ("Covered Investors") introduced to the Company by the Placement Agents will be allocated between Agent in the Placement Agents pursuant to event that any such Covered Investor purchases securities from the allocation schedule set forth in Schedule 3. Company during the twelve (iii12) In addition, whether or not a sale months following the Final Closing Date of the Shares occurs, and in addition to the compensation described in Section 6(c)(i) above, the Company shall, upon request and from time to time, reimburse the Placement Agents for all reasonable and documented travel and out-of-pocket expenses and disbursements incurred in connection with this engagement, including without limitation: (i) up to $50,000 in legal fees (which includes fees and expenses of Placement Agents’ counsel in obtaining a no-objection letter from FINRA), and (ii) up to $25,000 in travel and other out-of-pocket expenses for the Placement Agents, and marketing and syndication expenses. Such expenses may include those incurred in connection with services performed pursuant to this Agreement as well as any services which may have been performed pursuant to the Engagement Letter. The provisions of this paragraph are not intended to apply to, and shall not in any way limit or impair, the indemnification and contribution sections included in or incorporated by reference into this AgreementOffering.

Placement Fees and Expenses. (i) As compensation for the Placement Agents’ services rendered hereunderSimultaneously with payment for, and delivery of, the Company will pay the Placement Agents an aggregate placement fee (the “Placement Fee”) equal to five percent (5.0%) of the aggregate gross proceeds from Shares purchased by Purchasers solicited by the Placement Agents in the Offering, provided, however, with respect to proceeds received by the Company from the sale of the Shares to certain investors identified by the Company Units at or before the time of the Company’s acceptance of any such investor’s Subscription Offer Form, as “friends and family,” the Company will pay the Placement Agents one percent (1.0%) of such proceeds received by the Company. The Company agrees that any Placement Fee payable by the Company to the Placement Agents will be in cash, and will be paid out of the escrowed funds held by the Escrow Agent on the Closing Date pursuant to a joint instruction from the Company and the Representative to the Escrow Agent. (ii) The Placement Fee received by the Placement Agents will be allocated between the Placement Agents pursuant to the allocation schedule set forth in Schedule 3. (iii) In addition, whether or not a sale of the Shares occurs, and in addition to the compensation described as provided in Section 6(c)(i4(a) above, the Company shallshall at such Closing pay to the Placement Agent, upon request as consideration for the Placement Agent's services in connection with the Offering, a fee equal to six percent (6%) of the principal value of the Units placed by the Placement Agent for sale. With respect to purchases by Purchasers set forth on Exhibit A, the Company shall at Closing pay to the Placement Agent a fee equal to one percent (1%) of the principal value of the Units purchased by such Purchasers. In addition, 60 days following the Closing, the Company agrees to provide the Placement Agent with warrants to purchase a number of shares of Common Stock equal to two and one half percent (2.5%) of the principal value of the Units placed by the Placement Agent. The warrants will have the same provisions as the Warrants offered to investors participating in this Offering; provided, however, that their price shall be equal to the greater of the Warrant price offered in the Offering or the closing price of the Common Stock on the 60th day (or the trading day nearest the 60th day) following the Closing. The warrants will expire 2 years from the date of issue. Whether or not the Closing of the Offering occurs, the Company shall reimburse the Placement Agent for all reasonable out–of–pocket expenses incurred by the Placement Agent in connection with its engagement hereunder (including, without limitation, reasonable fees and expenses of legal counsel, independent accountants and other consultants to the Placement Agent); provided, however, that without the written consent of the Company, the amount of such reimbursable expenses for legal counsel, independent accountants and other consultants shall not exceed $10,000. Reimbursement of such expenses shall be made by the Company promptly following submission by the Placement Agent of invoices therefore from time to time, reimburse the Placement Agents for . The Company shall also pay all reasonable and documented travel and out-of-pocket expenses and disbursements incurred in connection with this engagement, including without limitation: (i) up to $50,000 in legal fees (the qualification of the Units under the securities or Blue Sky laws of the states which includes fees and expenses of Placement Agents’ counsel in obtaining a no-objection letter from FINRA), and (ii) up to $25,000 in travel and other out-of-pocket expenses for the Placement AgentsAgent shall designate. FIG Partners, and marketing and syndication expenses. Such expenses may include those incurred in connection with services performed pursuant to this Agreement as well as any services which may have been performed pursuant to the Engagement Letter. The provisions of this paragraph are not intended to apply toL.L.C. January 25, and shall not in any way limit or impair, the indemnification and contribution sections included in or incorporated by reference into this Agreement.2010

Placement Fees and Expenses. (i) As compensation At the Closing, pursuant to the terms of the Escrow Agreement, the Escrow Agent shall release the funds held in the Escrow Account for collection by the Company and the Placement Agents’ services rendered hereunder, the Agent. The Company will pay agrees that the Placement Agents an aggregate placement fee Agent shall receive a commission (the “Placement Fee”"Cash Commission") equal to five (A) eight percent (5.08%) of the aggregate gross proceeds from purchase price of all of the Shares purchased by Purchasers solicited sold in the Offering to non-affiliates of the Company and (B) five percent (5%) of the aggregate purchase price of all of the Shares sold in the Offering to affiliates of the Company. The Company further agrees to reimburse the Placement Agent for all out-of-pocket expenses incurred by the Placement Agents Agent in connection with such Offering as more fully set forth in section 5(l) below, in an amount not to exceed $150,000 in the aggregate. In addition, at the Closing, the Company will sell to the Placement Agent and/or its designees, for $.001 per warrant, warrants in the form attached hereto as Exhibit C (the "Placement Warrants") to acquire a number of newly issued shares of Common Stock equal, but not greater than, ten percent (10%) of the number of shares of Common Stock issued and sold in the Offering, provided, however, exercisable for a period of five (5) years from the Effective Date and commencing 12 months after the Effective Date at an exercise price equal to one hundred fifty percent (150%) of the Offering Price. The Company agrees with respect the Placement Agent and its successors and assigns that the securities underlying the Placement Warrants will not be subject to proceeds received redemption by the Company from the sale of the Shares to certain investors identified by the Company at nor will they be callable or before the time of the Company’s acceptance of any such investor’s Subscription Offer Form, as “friends and family,” the Company will pay the Placement Agents one percent (1.0%) of such proceeds received mandatorily convertible by the Company. The Company agrees Placement Warrants cannot be transferred, sold, assigned or hypothecated for 12 months except that they may be assigned in whole or in part during such period to any Placement Fee payable by NASD member participating in the Company to Offering or any officer of the Placement Agents Agent or any such NASD member. The Placement Warrants will be in cash, contain a cashless exercise feature and will be paid out of the escrowed funds held by the Escrow Agent on the Closing Date pursuant to a joint instruction from the Company and the Representative to the Escrow Agentcertain registration rights. (ii) The Cash Commission and Placement Fee received Warrants as set forth in this Agreement shall be paid to the Placement Agent with respect to any investment by any investors introduced to the Company by the Placement Agents will be allocated between Agent ("Covered Investors") in the Placement Agents pursuant to the allocation schedule set forth in Schedule 3. (iii) In addition, whether or not a sale of the Shares occurs, and in addition to the compensation described in Section 6(c)(i) above, event that any such Covered Investor purchases any securities from the Company shall, upon request and from time to time, reimburse during the Placement Agents for all reasonable and documented travel and out-of-pocket expenses and disbursements incurred 12 months following the Closing in connection with this engagement, including without limitation: (i) up to $50,000 in legal fees (which includes fees and expenses of Placement Agents’ counsel in obtaining a no-objection letter from FINRA), and (ii) up to $25,000 in travel and transaction other out-of-pocket expenses for than a public offering registered under the Placement Agents, and marketing and syndication expenses. Such expenses may include those incurred in connection with services performed pursuant to this Agreement as well as any services which may have been performed pursuant to the Engagement Letter. The provisions of this paragraph are not intended to apply to, and shall not in any way limit or impair, the indemnification and contribution sections included in or incorporated by reference into this AgreementAct.

Placement Fees and Expenses. (i) As compensation Simultaneously with payment for and delivery of the Placement Agents’ services rendered hereunderUnits at each Closing as provided in paragraph 4(a) above, the Company will shall at such Closing pay to the Placement Agents an aggregate placement fee Agent (i) a commission (the “Placement Fee”"Cash Commission") equal to five nine percent (5.09%) of the aggregate gross proceeds from Shares purchased by Purchasers solicited by purchase price of the Units sold and (ii) a non-accountable expense allowance (the "Expense Allowance") equal to four percent (4%) of the aggregate purchase price of the Units sold. The Company shall also pay all expenses in connection with the qualification of the Units under the securities or Blue Sky laws of the states which the Placement Agents Agent shall designate. In addition, the Company shall pay to the Placement Agent a commission of five percent (5%) upon the exercise of the Class C Warrants. In addition, upon each Closing of the sale of the Units being offered, the Company will sell to the Placement Agent and/or its designees, for $.001 per option, options (the "Placement Options") to acquire a number of newly issued Units equal to ten percent (10%) of the number of Units issued in the Offering, provided, however, exercisable for a period of five (5) years commencing six (6) months after the Final Closing Date at an exercise price equal to one hundred ten percent (110%) of the initial offering price of the Units. The Company agrees with respect the Placement Agent and its successors and assigns that the securities underlying the Placement Options will not be subject to proceeds received redemption by the Company from the sale of the Shares to certain investors identified by the Company at nor will they be callable or before the time of the Company’s acceptance of any such investor’s Subscription Offer Form, as “friends and family,” the Company will pay the Placement Agents one percent (1.0%) of such proceeds received mandatorily convertible by the Company. The Company agrees Placement Options cannot be transferred, sold, assigned or hypothecated for six months except that they may be assigned in whole or in part during such period to any Placement Fee payable by NASD member participating in the Company to Offering or any officer or employee of the Placement Agents Agent or any such NASD member. The Placement Options will be in cashcontain a cashless exercise feature, and will be paid out a provision for payment of the escrowed funds held exercise price by promissory note, antidilution provisions and the Escrow Agent right to have the Common Stock issuable upon exercise of the Placement Options included on the Closing Date pursuant to a joint instruction from the Company and the Representative to the Escrow AgentShelf Registration Statement. (ii) The Cash Commission, Expense Allowance, and Placement Fee received Options and Advisory Options as set forth in this Agreement shall be paid to the Placement Agent with respect to any investment by any investors introduced to the Company by the Placement Agents will be allocated between Agent ("Covered Investors") in the Placement Agents pursuant to event that any such Covered Investor purchases securities from the allocation schedule set forth in Schedule 3. Company during the twelve (iii12) In addition, whether or not a sale months following the Final Closing Date of the Shares occurs, and in addition to the compensation described in Section 6(c)(i) above, the Company shall, upon request and from time to time, reimburse the Placement Agents for all reasonable and documented travel and out-of-pocket expenses and disbursements incurred in connection with this engagement, including without limitation: (i) up to $50,000 in legal fees (which includes fees and expenses of Placement Agents’ counsel in obtaining a no-objection letter from FINRA), and (ii) up to $25,000 in travel and other out-of-pocket expenses for the Placement Agents, and marketing and syndication expenses. Such expenses may include those incurred in connection with services performed pursuant to this Agreement as well as any services which may have been performed pursuant to the Engagement Letter. The provisions of this paragraph are not intended to apply to, and shall not in any way limit or impair, the indemnification and contribution sections included in or incorporated by reference into this AgreementOffering.