Common use of Warrant Solicitation and Warrant Solicitation Fee Clause in Contracts

Warrant Solicitation and Warrant Solicitation Fee. 5.12.1 The Company hereby engages the Placement Agent, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants (including Extra Warrants). The Company, at its cost, will (i) assist the Placement Agent with respect to such solicitation, if requested by the Placement Agent and (ii) provide the Placement Agent, and direct the Company's transfer and warrant agents to deliver to the Placement Agent, lists of the record, and to the extent known, beneficial owners of the Warrants. The Company shall instruct the transfer and warrant agents to cooperate with the Placement Agent in every respect in connection with the Placement Agent's solicitation activities, including, but not limited to, providing to the Placement Agent, at the Company's cost, a list of record and beneficial holders of the Warrant and providing disclosure documents, where necessary, to holders of the Warrants at the time of exercise of the Warrants. 5.12.2 In each instance in which a Warrant is exercised, the Company shall promptly give written notice of such exercise to the Placement Agent. If, upon the exercise of any Warrant, (i) the market price of the Company's Common Stock is greater than the Warrant exercise price, (ii) disclosure of compensation arrangements was made at the time of offering and of exercise (as required by applicable law, rule or regulation), (iii) the exercise of the Warrant was solicited by the Placement Agent, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Exchange Act, then the Company shall, upon exercise of the Warrant, pay from the proceeds received upon exercise of the Warrant a fee of 5% of the Warrant exercise price to the Placement Agent, provided that the Placement Agent delivers to the Company a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. The Placement Agent may, at any time during business hours, examine the records of the Company, including its ledger of original Warrant certificates returned to the Company upon exercise of Warrants.

Warrant Solicitation and Warrant Solicitation Fee. 5.12.1 a. The Company hereby engages the Placement Agenthas engaged Underwriter, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants (including Extra Warrants). The Company, at its cost, will (i) assist the Placement Agent Underwriter with respect to such solicitation, if requested by the Placement Agent Underwriter, and (ii) provide the Placement AgentUnderwriter, and direct the Company's ’s transfer agent and warrant agents the Warrant Agent to deliver to the Placement AgentUnderwriter, lists of the recordrecord and, and to the extent known, beneficial owners of the Company’s Warrants. The Company shall instruct hereby instructs the transfer and warrant agents Warrant Agent to cooperate with the Placement Agent Underwriter in every respect in connection with the Placement Agent's Underwriter’s solicitation activities, including, but not limited to, providing to the Placement AgentUnderwriter, at the Company's ’s cost, a list of record and beneficial holders of the Warrant Warrants and providing disclosure documents, where necessary, circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Underwriter shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Underwriter solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. 5.12.2 b. In each instance in which a Warrant is exercised, the Company Warrant Agent shall promptly give written notice of such exercise to the Placement Company and Underwriter (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any WarrantWarrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company's ’s Common Stock is greater than the Warrant exercise pricePrice, (ii) disclosure of compensation arrangements between the Company and Underwriter with respect to the solicitation of the exercise of the Warrants was made both at the time of offering the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by the Placement AgentUnderwriter, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange ActAct of 1934, as amended, then the Company shallWarrant Agent, upon exercise simultaneously with the distribution of the Warrant, pay Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Warrant Company, pay a fee of 52% of the Warrant exercise price Price to the Placement AgentUnderwriter, provided that the Placement Agent Underwriter delivers to the Company Warrant Agent within ten (10) business days from the date on which Underwriter has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. The Placement Agent mayNotwithstanding the foregoing, no fee will be paid to Underwriter with respect to the exercise by it or its affiliates or the Company’s officers or directors of Warrants purchased by it or them and still held by them for its or their own account. Underwriter and the Company may at any time during business hours, examine the records of the CompanyWarrant Agent, including its ledger of original Warrant certificates returned to the Company Warrant Agent upon exercise of Warrants. c. The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of Underwriter.

Warrant Solicitation and Warrant Solicitation Fee. 5.12.1 a. The Company hereby engages has engaged the Placement Agent, on a non-exclusive basis, Underwriters as its agent agents for the solicitation of the exercise of the Warrants (including Extra Warrants). The Company, at its cost, will (i) assist the Placement Agent Underwriters with respect to such solicitation, if requested by the Placement Agent either the Lead Underwriter or the Co-Underwriter, and (ii) provide the Placement AgentLead Underwriter, and direct the Company's ’s transfer agent and warrant agents the Warrant Agent to deliver to the Placement AgentLead Underwriter, lists of the record, and to the extent known, beneficial record owners of the Company’s Warrants. The Company shall instruct hereby instructs the transfer and warrant agents Warrant Agent to cooperate with the Placement Agent Lead Underwriter in every respect in connection with the Placement Agent's Underwriters’ solicitation activities, including, but not limited to, providing to the Placement AgentLead Underwriter, at the Company's ’s cost, a list of record and beneficial holders of the Warrant Warrants and providing disclosure documents, where necessary, circulating a prospectus or offering circular to holders of the Warrants at the time of exercise of the Warrants. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. 5.12.2 b. In each instance in which a Warrant is exercised, the Company Warrant Agent shall promptly give written notice of such exercise to the Placement Company and the Lead Underwriter (“Warrant Agent’s Exercise Notice”). If, upon Upon the exercise or the deemed exercise of any each Warrant, (ias applicable, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying such Warrant(s) so exercised or deemed exercised, following receipt of the market price proceeds to the Company received upon exercise or deemed exercise, of such Warrant(s), shall immediately, on behalf of the Company's Common Stock is greater than the Warrant exercise price, (ii) disclosure of compensation arrangements was made at the time of offering and of exercise (as required by applicable law, rule or regulation), (iii) the exercise of the Warrant was solicited by the Placement Agent, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Exchange Act, then the Company shall, upon exercise of the Warrant, pay from the proceeds received upon exercise of the Warrant a fee of five percent (5% %) of the aggregate Warrant exercise price Price to the Placement AgentLead Underwriter. Notwithstanding the foregoing, provided that the Placement Agent delivers no fee will be paid to the Company a certificate that Lead Underwriter with respect to the conditions set forth in exercise by the preceding clauses (iii), (iv) either the Lead Underwriter or the Co-Underwriter or either of their affiliates or the Company’s officers or directors of Warrants purchased by it or them and (v) have been satisfiedstill held by them for its or their own account. The Placement Agent may, Lead Underwriter and the Company may at any time during business hours, examine the records of the CompanyWarrant Agent, including its ledger of original Warrant certificates returned to the Company Warrant Agent upon exercise of Warrants. c. The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of the Lead Underwriter.

Warrant Solicitation and Warrant Solicitation Fee. 5.12.1 a. The Company hereby engages the Placement Agenthas engaged CRT, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants (including Extra Warrants). The Company, at its cost, will (i) assist the Placement Agent CRT with respect to such solicitation, if requested by the Placement Agent CRT, and (ii) provide the Placement AgentCRT, and direct the Company's ’s transfer agent and warrant agents the Warrant Agent to deliver to the Placement AgentCRT, lists of the recordrecord and, and to the extent known, beneficial owners of the Company’s Warrants. The Company shall instruct hereby instructs the transfer and warrant agents Warrant Agent to cooperate with the Placement Agent CRT in every respect in connection with the Placement Agent's CRT’s solicitation activities, including, but not limited to, providing to the Placement AgentCRT, at the Company's ’s cost, a list of record and beneficial holders of the Warrant Warrants and providing disclosure documents, where necessary, circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), CRT shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that CRT solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. 5.12.2 b. In each instance in which a Warrant is exercised, the Company Warrant Agent shall promptly give written notice of such exercise to the Placement Company and CRT (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any WarrantWarrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company's ’s Common Stock is greater than the Warrant exercise pricePrice, (ii) disclosure of compensation arrangements between the Company and CRT with respect to the solicitation of the exercise of the Warrants was made both at the time of offering the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by the Placement AgentCRT, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange ActAct of 1934, as amended, then the Company shallWarrant Agent, upon exercise simultaneously with the distribution of the Warrant, pay Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Warrant Company, pay a fee of 52% of the Warrant exercise price Price to the Placement AgentCRT, provided that the Placement Agent CRT delivers to the Company Warrant Agent within ten (10) business days from the date on which CRT has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. The Placement Agent mayNotwithstanding the foregoing, no fee will be paid to CRT with respect to the exercise by it or its affiliates or the Company’s officers or directors of Warrants purchased by it or them and still held by them for its or their own account. CRT and the Company may at any time during business hours, examine the records of the CompanyWarrant Agent, including its ledger of original Warrant certificates returned to the Company Warrant Agent upon exercise of Warrants. c. The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of CRT.

Warrant Solicitation and Warrant Solicitation Fee. 5.12.1 (a) The Company hereby engages has engaged the Placement AgentRepresentative, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants (including Extra Warrants). The Company, at its cost, will (i) assist the Placement Agent Representative with respect to such solicitation, if requested by the Placement Agent Representative and (ii) provide the Placement AgentRepresentative, and direct the Company's transfer and warrant agents agent to deliver to the Placement AgentRepresentative, lists of the record, and to the extent known, beneficial owners of the Company's Warrants. The Accordingly, the Company shall instruct hereby instructs the transfer and warrant agents Warrant Agent to cooperate with the Placement Agent Representative in every respect in connection with the Placement AgentRepresentative's solicitation activities, including, but not limited to, providing to the Placement AgentRepresentative, at the Company's costcost and at the Representative's request made from time to time, a list of record and beneficial holders of the Warrant Warrants, and providing disclosure documents, where necessary, circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.4.5(b) to holders of the Warrants at the time of exercise of the Warrants. 5.12.2 (b) In each instance in which a Warrant is exercised, the Company Warrant Agent shall promptly give written notice of such exercise to the Placement Company and the Representative ("Warrant Agent's Exercise Notice"). The Representative and the Company may, at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. If, upon the exercise of any WarrantWarrant more than one year from the Effective Date, (i) the market price of the Company's Common Stock is greater than the Warrant exercise pricePrice, (ii) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the exercise of the Warrant was solicited by the Placement AgentRepresentative, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), then the Warrant Agent, simultaneously with the distribution of proceeds to the Company shall, received upon exercise of the WarrantWarrant(s) so exercised, shall, on behalf of the Company, pay from the proceeds received upon exercise of the Warrant Warrant(s), a fee of 5% of the Warrant exercise price Price to the Placement AgentRepresentative, provided that the Placement Agent Representative delivers to the Company Warrant Agent within ten (10) business days from the date on which the Representative has received the Warrant Agent's Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. The Placement Agent may, at any time during business hours, examine the records Representative shall accept payment of the Company, including its ledger of original Warrant certificates returned to the Company upon exercise of Warrants.warrant solicitation fee provided in this Section 3.4.5