Common use of COMPENSATION AND OTHER FEES Clause in Contracts

COMPENSATION AND OTHER FEES. As compensation for the services provided by ▇▇▇▇▇▇ hereunder, the Company agrees to pay to ▇▇▇▇▇▇: (A) The fees set forth below with respect to the Placement: 1. A cash fee payable immediately upon the closing of the Placement and equal to 7% of the aggregate gross proceeds raised in the Placement, excluding any proceeds from the exercise of any warrants or options sold in the Placement, if any. 2. Such number of warrants (the “▇▇▇▇▇▇ Warrants”) to ▇▇▇▇▇▇ or its designees at the Closing to purchase shares of Common Stock equal to 5% of the aggregate number of Shares sold in the Placement, plus any Shares underlying any convertible Securities sold in the Placement to such purchasers. The ▇▇▇▇▇▇ Warrants shall have the same terms as the warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share and the expiration date shall be five years from the effective date of the registration statement referred to in Section 2(A) below. The ▇▇▇▇▇▇ Warrants shall not have antidilution protections or be transferable for six months from the date of the Placement, except as permitted by FINRA Rule 5110, and further, the number of Shares underlying the ▇▇▇▇▇▇ Warrants shall be reduced if necessary to comply with FINRA rules or regulations. (B) The Company also agrees to pay to ▇▇▇▇▇▇ a non-accountable expense allowance equal to 1% of the aggregate gross proceeds raised in the Placement (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such non-accountable expense allowance shall be payable immediately upon (but only in the event of) the closing of the Placement. The Company shall also pay a $10,000.00 advance to ▇▇▇▇▇▇ upon execution of this Agreement, which shall be applied against the non-accountable expense allowance.

COMPENSATION AND OTHER FEES. As compensation for the services provided by Rod▇▇▇ ▇▇▇▇▇▇ hereunder▇▇▇▇, the ▇he Company agrees to pay to ▇▇▇Rod▇▇▇: (A) The fees set forth below with respect to the Placement: 1. A cash fee payable immediately upon the closing of the Placement and equal to 76% of the aggregate gross proceeds raised in the Placement, excluding any proceeds from the exercise of any warrants or options sold in the Placement, if any. 2. Such number of warrants (the “▇▇▇Rod▇▇▇ Warrants▇▇rrants”) to ▇▇▇be issued to Rod▇▇▇ or ▇▇ its designees at the Closing to purchase shares of Common Stock equal to 5% of the aggregate number of Shares sold in the Placement, plus any Shares underlying any convertible Securities sold in the Placement to such purchasers. The ▇▇▇Rod▇▇▇ Warrants ▇▇rrants shall have the same terms as the warrants Warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be at least 125% of the public offering price per share share, but in any event not less than the Warrant exercise price, and the expiration date shall be five years from the effective date of the registration statement referred to in Section 2(A) belowNovember 26, 2012. The ▇▇▇Rod▇▇▇ Warrants ▇▇rrants shall not have antidilution protections or be transferable for six months from the date of the Placement, Offering except as permitted by FINRA Rule 5110, and further, the number of Shares underlying the ▇▇▇Rod▇▇▇ Warrants ▇▇rrants shall be reduced if necessary to comply with FINRA rules or regulations. Such determination of the actual number of Shares underlying the Rod▇▇▇ ▇▇rrants shall be made promptly following completion of the Placement and communicated in writing to the Company. (B) The Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees to pay to reimburse Rod▇▇▇’▇ ▇▇▇ penses (with supporting invoices/receipts) up to a non-accountable expense allowance equal to 1maximum of 0.8% of the aggregate gross proceeds raised in the Placement (providedplacement, however, that such expense cap but in no way limits or impairs the indemnification event more than $30,000 and contribution provisions of this Agreement). Such non-accountable expense allowance shall be payable immediately upon (but only in the event of) the Placement has been consummated. If payable, such reimbursement shall be paid immediately upon the closing of the Placement. The Company shall also pay a $10,000.00 advance to ▇▇▇▇▇▇ upon execution of this Agreement, which shall be applied against the non-accountable expense allowance.

COMPENSATION AND OTHER FEES. As compensation for the services provided by R▇▇▇▇▇ ▇▇▇▇▇▇ hereunder▇▇▇▇, the Company agrees to pay to ▇R▇▇▇▇▇: (A) The fees set forth below with respect to the Placement: 1. A cash fee payable immediately upon the closing of the Placement and equal to 7% of the aggregate gross proceeds raised in the Placement, excluding any proceeds from the exercise of any warrants or options sold in the Placement, if any. 2. Such number of warrants (the “▇R▇▇▇▇▇ Warrants”) to ▇R▇▇▇▇▇ or its designees at the Closing to purchase shares of Common Stock equal to 5% of the aggregate number of Shares sold in the Placement, plus any Shares underlying any convertible Securities sold in the Placement to such purchasers,. The ▇R▇▇▇▇▇ Warrants shall have the same terms as the warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share and the expiration date shall be five years from the effective date of the registration statement referred to in Section 2(A) below. The ▇R▇▇▇▇▇ Warrants shall not have antidilution protections or and shall not be transferable for six months from the date of the Placement, except as permitted by FINRA Rule 5110, and further, the number of Shares underlying the ▇R▇▇▇▇▇ Warrants shall be reduced if necessary to comply with FINRA rules or regulations. R▇▇▇▇▇ & R▇▇▇▇▇▇, LLC £ 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: 2▇▇ ▇▇▇ ▇▇▇▇ £ Fax: 2▇▇ ▇▇▇ ▇▇▇▇ £ w▇▇.▇▇▇▇.▇▇▇ £ Member: FINRA, SIPC (B) The Company also agrees to pay to ▇R▇▇▇▇▇ a non-accountable expense allowance equal to 1% of the aggregate gross proceeds raised in the Placement (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such non-accountable expense allowance shall be payable immediately upon (but only in the event of) the closing of the Placement. The Company shall also pay a advance R▇▇▇▇▇ the sum of $10,000.00 50,000 as an advance to against R▇▇▇▇▇’▇ actual outside legal expenses upon execution of this Agreement, which shall be applied against the non-accountable expense allowancehereof.

COMPENSATION AND OTHER FEES. As compensation for the services provided by ▇▇▇▇▇▇ hereunder▇▇▇▇▇▇▇▇▇, the Company agrees to pay to ▇▇▇▇▇▇: (A) The fees set forth below with respect to the Placement: 1. A cash fee payable immediately upon the closing of the Placement and equal to 75.0% of the aggregate gross proceeds raised in the Placement. Additionally, excluding a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any cash proceeds from the exercise of any warrants with a term of one year or options less sold in the Placement if such exercise was solicited by the Placement Agent and otherwise in compliance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110 equal to 5.0% of the aggregate cash exercise price received by the Company upon such exercise, if any (the “Warrant Solicitation Fee”), provided, however, the Warrant Solicitation Fee shall be reduced (before any reduction to the ▇▇▇▇▇▇ Warrants described in the last sentence of Section A.2 below or any reduction to the expense reimbursement to ▇▇▇▇▇▇ in Section B below) to the extent (and only to the extent) that ▇▇▇▇▇▇’▇ aggregate compensation for the Placement, if anyas determined under FINRA Rule 5110, would otherwise exceed 8%. Such determination of the actual maximum Warrant Solicitation Fee shall be made promptly following completion of the Placement and communicated in writing to the Company. For further clarity, there shall be no Warrant Solicitation Fee in connection with any warrants having an expiration or termination date that is more than one year from their date of issuance. 2. Such number of warrants (the “▇▇▇▇▇▇ Warrants”) to ▇▇▇▇▇▇ or its designees at the Closing to purchase shares of Common Stock equal to 54% of the aggregate number of Shares sold in the Placement, plus any Shares underlying any convertible Securities or units sold in the Placement to such purchasersPlacement. The ▇▇▇▇▇▇ Warrants shall have the same terms as the warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share and the expiration date shall be five years from the effective date of the registration statement referred to in Section 2(A) belowshare. The ▇▇▇▇▇▇ Warrants shall not have antidilution protections or be transferable for six months from the date of the Placement, Offering except as permitted by FINRA Rule 5110, and further, the number of Shares underlying the ▇▇▇▇▇▇ Warrants shall be reduced if necessary to comply with FINRA rules or regulations. (B) The Company also agrees to pay to reimburse ▇▇▇▇▇▇’▇ expenses (with supporting invoices/receipts) up to a non-accountable expense allowance equal to 1maximum of 0.8% of the aggregate gross proceeds raised in the Placement (providedplacement, however, that such expense cap but in no way limits or impairs the indemnification and contribution provisions of this Agreement)event more than $30,000. Such non-accountable expense allowance reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement. The Company shall also pay a $10,000.00 advance to ▇▇▇▇▇▇ upon execution of this Agreement, which shall be applied against the non-accountable expense allowance.

COMPENSATION AND OTHER FEES. As compensation for the services provided by ▇▇▇▇▇▇ hereunder▇▇▇▇▇▇▇▇▇, the Company agrees to pay to ▇▇▇▇▇▇: (A) The fees set forth below with respect to on the Closing Date of the Placement, except as otherwise indicated hereunder: 1. A cash fee payable immediately upon the closing of the Placement and equal to 76% of the aggregate gross proceeds raised in the Placement, excluding any proceeds from Placement payable on the exercise Closing Date of any warrants or options sold in the Placement, if any. 2. Such number of warrants Warrants (the “▇▇▇▇▇▇ Warrants”) to ▇▇▇▇▇▇ or its designees at the Closing to purchase shares of Common Stock equal to 5% of the aggregate number of Shares sold in on the Closing Date of the Placement, plus any Shares underlying any convertible Securities sold in on the Placement Closing Date to such purchasersPurchasers. The ▇▇▇▇▇▇ Warrants shall have the same terms as the warrants Warrants (if any) issued to the Purchasers in the Placement Placement, except that the exercise price shall be 125% of the public offering price per share and the expiration date shall be five years from the effective date of the registration statement referred to in Section 2(A) below. The ▇▇▇▇▇▇ Warrants shall not have antidilution protections or be transferable for six months from 180 days immediately following the date of effectiveness or commencement of sales of the Placementpublic offering, except as permitted by FINRA Financial Industry Regulatory Authority (“FINRA”) Rule 5110, and further, the number of Shares underlying the ▇▇▇▇▇▇ Warrants shall be reduced if necessary to comply with FINRA rules or regulations. (B) Upon signing of the letter agreement, dated as of March 11, 2013, between the Company and ▇▇▇▇▇▇ (the “Prior Agreement”), the Company paid ▇▇▇▇▇▇ a due diligence fee of $25,000 (the “Deposit”). The Company shall reimburse ▇▇▇▇▇▇ for any reasonable, documented out of pocket legal expenses incurred in connection with the Placement, which together with the Deposit shall not exceed $30,000, provided that the Deposit shall be deemed to be an advance of out of pocket accountable expenses actually anticipated to be incurred and shall be subject to FINRA Rule 5110(f)(2)(C). Upon the Closing of the Placement, the Company will also agrees to pay to ▇▇▇▇▇▇ a non-accountable expense allowance equal to 11.75% of the aggregate gross proceeds raised received from the Placement in the Placement Closing (provided, however, that such and without regard to the expense cap set forth in no way limits or impairs the indemnification and contribution provisions of this Agreementfollowing sentence). Such non-accountable expense allowance shall be payable immediately upon (but only in For clarification, if the event of) the closing of the Placement. The Company shall also pay a $10,000.00 advance to Placement is not consummated, ▇▇▇▇▇▇ will be reimbursed for reasonable, documented, out of pocket legal expenses incurred pursuant to this Section 1(B) and only reasonable, documented out of pocket expenses, each upon execution presentation of appropriate documentation of amounts incurred or expended, and not to exceed $30,000 in the aggregate. ▇▇▇▇▇▇ will not be entitled to reimbursement for any legal fees or other expenses or amounts incurred by ▇▇▇▇▇▇ in the preparation or negotiation of this Agreement, which shall be applied against the non-accountable expense allowanceagreement.

COMPENSATION AND OTHER FEES. As compensation for the services provided by ▇▇▇▇▇▇ hereunder▇▇▇▇▇▇▇▇▇, the Company agrees to pay to ▇▇▇▇▇▇: (A) The fees set forth below with respect to the Placement:: ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLC o ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: ▇▇▇ ▇▇▇ ▇▇▇▇ o Fax: ▇▇▇ ▇▇▇ ▇▇▇▇ o www.rodm.como Member: FINRA, SIPC 1. A cash fee payable immediately upon the closing of the Placement and equal to 76% of the aggregate gross proceeds raised in the Placement, excluding any proceeds . The Placement Agent’s fee shall be paid at the closing of the Offering from the exercise gross proceeds of any warrants or options sold in the Placement, if anySecurities sold. 2. Such number of warrants (the “▇▇▇▇▇▇ Warrants”) to ▇▇▇▇▇▇ or its designees at the Closing to purchase shares of Common Stock equal to 53% of the aggregate number of Shares sold in the Placement, plus any Shares underlying any convertible Securities sold in the Placement to such purchasersPlacement. The ▇▇▇▇▇▇ Warrants shall have the same terms as the warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share and the expiration date shall be five years from the effective date of the shelf registration statement referred to in Section 2(A) below. The ▇▇▇▇▇▇ Warrants shall not have antidilution protections or be transferable for six months from the date of the Placement, Offering except as permitted by FINRA Financial Industry Regulatory Authority (“FINRA”) Rule 5110, and further, the number of Shares underlying the ▇▇▇▇▇▇ Warrants shall be reduced if necessary to comply with FINRA rules or regulations. (B) The Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees to pay to reimburse ▇▇▇▇▇▇’▇ out-of-pocket accountable expenses actually incurred by ▇▇▇▇▇▇ or persons associated with ▇▇▇▇▇▇ (with supporting invoices/receipts) up to a non-accountable expense allowance equal to 1maximum of 0.8% of the aggregate gross proceeds raised in the Placement (providedplacement, however, that such expense cap but in no way limits or impairs the indemnification and contribution provisions of this Agreement)event more than $25,000. Such non-accountable expense allowance reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement. The Company shall also pay a $10,000.00 advance to ▇▇▇▇▇▇ upon execution of this Agreement, which shall be applied against the non-accountable expense allowance.

COMPENSATION AND OTHER FEES. As compensation for the services provided by R▇▇▇▇▇ ▇▇▇▇▇▇ hereunder▇▇▇▇, the Company agrees to pay to ▇R▇▇▇▇▇: (A) The fees set forth below with respect to the Placement: 1. A cash fee payable immediately upon the closing of the Placement and equal to 76% of the aggregate gross proceeds raised in the Placement, excluding any proceeds from the exercise of any warrants or options sold in the Placement, if any. 2. Such number of warrants (the “▇R▇▇▇▇▇ Warrants”) to ▇R▇▇▇▇▇ or its designees at the Closing to purchase shares of Common Stock equal to 56% of the aggregate number of Shares sold in the Placement, plus excluding any Shares underlying any convertible Securities or units sold in the Placement to such purchasersPlacement. The ▇R▇▇▇▇▇ Warrants shall have the same terms as the warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share and the expiration date shall be five years from the effective date of the registration statement referred to in Section 2(A) belowshare. The ▇R▇▇▇▇▇ Warrants shall not have antidilution protections or be transferable for six months from the date of the Placement, Offering except as permitted by FINRA Financial Industry Regulatory Authority (“FINRA”) Rule 5110, and further, the number of Shares underlying the ▇R▇▇▇▇▇ Warrants shall be reduced if necessary to comply with FINRA rules or regulations. (B) The Company also agrees to pay to reimburse R▇▇▇▇▇’▇ expenses (with supporting invoices/receipts) up to a non-accountable expense allowance equal to 1maximum of .8% of the aggregate gross proceeds raised in the Placement (providedplacement, however, that such expense cap but in no way limits or impairs the indemnification and contribution provisions of this Agreement)event more than $30,000. Such non-accountable expense allowance reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement. . (C) The Company shall also has agreed to pay a $10,000.00 advance to B▇▇▇▇ ▇▇▇▇▇▇, Carret & Co., as the Company’s financial advisor, a cash fee equal to 1% of the gross proceeds of the aggregate gross proceeds raised in the placement. Notwithstanding anything herein to the contrary, to the extent necessary to keep the maximum compensation including warrants payable to R▇▇▇▇▇ upon execution of and Brean, Murray, Carret & Co., to 8%, R▇▇▇▇▇’▇ compensation in this Agreement, which offering shall be applied against the non-accountable expense allowance.reduced by such 1% fee payable to Brean, M▇▇▇▇▇, C▇▇▇▇▇ & Co.

COMPENSATION AND OTHER FEES. As compensation for the services provided by ▇▇▇▇▇▇ hereunder▇▇▇▇▇▇▇▇▇, the Company agrees to pay to ▇▇▇▇▇▇: (A) The fees set forth below with respect to the Placement: 1. A cash fee payable immediately upon the closing of the Placement and equal to 76% of the aggregate gross proceeds raised in the Placement, excluding any proceeds from the exercise of any warrants or options sold in the Placement, if any. 2. Such number of warrants (the “▇▇▇▇▇▇ Warrants”) to be issued to ▇▇▇▇▇▇ or its designees at the Closing to purchase shares of Common Stock equal to 5% of the aggregate number of Shares sold in the Placement, plus any Shares underlying any convertible Securities sold in the Placement to such purchasers. The ▇▇▇▇▇▇ Warrants shall have the same terms as the warrants Warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be at least 125% of the public offering price per share share, but in any event not less than the Warrant exercise price, and the expiration date shall be five years from the effective date of the registration statement referred to in Section 2(A) belowNovember 26, 2012. The ▇▇▇▇▇▇ Warrants shall not have antidilution protections or be transferable for six months from the date of the Placement, Offering except as permitted by FINRA Rule 5110, and further, the number of Shares underlying the ▇▇▇▇▇▇ Warrants shall be reduced if necessary to comply with FINRA rules or regulations. (B) The Company also agrees to pay to . Such determination of the actual number of Shares underlying the ▇▇▇▇▇▇ Warrants shall be made promptly following completion of the Placement and communicated in writing to the Company. (B) Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees to reimburse ▇▇▇▇▇▇’▇ expenses (with supporting invoices/receipts) up to a non-accountable expense allowance equal to 1maximum of 0.8% of the aggregate gross proceeds raised in the Placement (placement, but in no event more than $30,000 provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such non-accountable expense allowance reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement. The Company shall also pay a $10,000.00 advance to ▇▇▇▇▇▇ upon execution of this Agreement, which shall be applied against the non-accountable expense allowance.

COMPENSATION AND OTHER FEES. As compensation for the services provided by R▇▇▇▇▇ ▇▇▇▇▇▇ hereunder▇▇▇▇, the Company agrees to pay to ▇R▇▇▇▇▇: (A) The fees set forth below with respect to the Placement: 1. A cash fee payable immediately upon the closing of the Placement and equal to 76% of the aggregate gross proceeds raised in the Placement, excluding any proceeds from the exercise of any warrants or options sold in the Placement, if any. 2. Such number of warrants (the “▇R▇▇▇▇▇ Warrants”) to ▇R▇▇▇▇▇ or its designees at the Closing to purchase shares of Common Stock equal to 56% of the aggregate number of Shares sold in the Placement, plus any Shares underlying any convertible Securities sold in the Placement to such purchasers. The ▇R▇▇▇▇▇ Warrants shall have the same terms terms, including the same exercise price, as the warrants (if any) issued to the Purchasers in the Placement Placement, except that the exercise price of the R▇▇▇▇▇ Warrants shall not be less than 125% of the public offering price per share and the expiration date R▇▇▇▇▇ Warrants shall be have a term of five (5) years from the effective date of the registration statement referred Registration Statement (i.e. December 17, 2012). If no warrants are issued to Purchasers in Section 2(A) belowthe Placement, the exercise price of the R▇▇▇▇▇ Warrants shall be 150% of the public offering price per share. The ▇R▇▇▇▇▇ Warrants shall not have antidilution protections or be transferable for six months from the date of the Placement, except as permitted by FINRA Rule 5110protections, and further, the number of Shares underlying the ▇R▇▇▇▇▇ Warrants shall be reduced if necessary to comply with FINRA Financial Industry Regulatory Authority (“FINRA”) rules or regulations. (B) The Company also agrees to pay to reimburse R▇▇▇▇▇’▇ expenses (with supporting invoices/receipts) up to a non-accountable expense allowance equal to 1maximum of 0.80% of the aggregate gross proceeds raised in the Placement (providedplacement, however, that such expense cap but in no way limits or impairs the indemnification and contribution provisions of this Agreement)event more than $35,000. Such non-accountable expense allowance reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement. The Company shall also pay a $10,000.00 advance to ▇▇▇▇▇▇ upon execution of this Agreement, which shall be applied against the non-accountable expense allowance.

COMPENSATION AND OTHER FEES. (A) As compensation for the services provided by ▇▇▇▇▇▇ hereunder▇▇▇▇▇▇▇▇▇, the Company agrees to pay to ▇▇▇▇▇▇ ▇ ▇: (A) The fees set forth below with respect to the Placement: 1. A cash ▇▇▇ fee payable immediately upon the closing of the Placement and equal to 75.0% of the aggregate gross proceeds raised in the Placement, excluding any proceeds from the exercise of any warrants or options sold in the Placement, if any. 2. (B) Such number of warrants (the “▇▇▇▇▇▇ Warrants”) to ▇▇▇▇▇▇ or its designees at the Closing to purchase shares of Common Stock Shares equal to 52.0% of the aggregate number of Shares sold in the PlacementPlacement (or if convertible Securities are issued and paid for on the Closing Date, plus any based on the number of shares of Common Shares underlying any such convertible Securities sold in the Placement to such purchasers. Securities) The ▇▇▇▇▇▇ Warrants shall have the same terms as the warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share and the expiration date shall be five years from the effective date of the shelf registration statement referred to in Section 2(A) below. The ▇▇▇▇▇▇ Warrants shall not have antidilution protections or be transferable for six months from the date of the Placement, Placement except as permitted by FINRA Rule 5110, and further, the number of Shares underlying the ▇▇▇▇▇▇ Warrants shall be reduced if necessary to comply with FINRA rules or regulations. (BC) The Company also agrees to pay to reimburse ▇▇▇▇▇▇’▇ expenses (with supporting invoices/receipts) up to a non-accountable expense allowance equal to 1maximum of 0.8% of the aggregate gross proceeds raised in the Placement (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement), but in no event more than $30,000. Such non-accountable expense allowance reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement. The , provided, however, the Company shall also pay a $10,000.00 advance to ▇▇▇▇▇▇ upon execution of this Agreement, which shall be applied against the non-accountable expense allowancehave received all supporting invoices/receipts.

COMPENSATION AND OTHER FEES. As compensation for the services provided by ▇▇▇▇▇▇ hereunder, the Company agrees to pay to ▇▇▇▇▇▇: (A) The fees set forth below with respect to the Placement: 1. A cash fee payable immediately upon the closing of the Placement and equal to 76% of the aggregate gross proceeds raised in the Placement. Additionally, excluding a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of any the warrants or options sold in the Placement that are solicited by the Placement Agent and otherwise in compliance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110 equal to 6% of the aggregate cash exercise price received by the Company upon such exercise, if any (the “Warrant Solicitation Fee”), provided, however, the Warrant Solicitation Fee shall be reduced (before any reduction to the ▇▇▇▇▇▇ Warrants described in the last sentence of Section A.2 below or any reduction to the expense reimbursement to ▇▇▇▇▇▇ in Section B below) to the extent (and only to the extent) that ▇▇▇▇▇▇’▇ aggregate compensation for the Placement, if anyas determined under FINRA Rule 5110, would otherwise exceed 8%. Such determination of the actual Warrant Solicitation Fee shall be made promptly following completion of the Placement and communicated in writing to the Company. 2. Such number of warrants (the “▇▇▇▇▇▇ Warrants”) to ▇▇▇▇▇▇ or its designees at the Closing to purchase shares of Common Stock equal to 53% of the aggregate number of Shares of Common Stock sold in the Placement, plus Placement (exclusive of any Shares underlying any convertible Securities and units sold in the Placement to such purchasersPlacement). The ▇▇▇▇▇▇ Warrants shall have the same terms as the warrants a term of two (if any2) issued to the Purchasers in the Placement except that years and the exercise price shall be 125% of the public offering price per share and the expiration date shall be five years from the effective date of the registration statement referred to in Section 2(A) belowshare. The ▇▇▇▇▇▇ Warrants shall not have antidilution protections or be transferable for six months from the date of the Placement, Offering except as permitted by FINRA Rule 5110, and further, the number of Shares underlying the ▇▇▇▇▇▇ Warrants shall be reduced if necessary to comply with FINRA rules or regulations. (B) The Company also agrees to pay to reimburse ▇▇▇▇▇▇’▇ expenses (with supporting invoices/receipts) up to a non-accountable expense allowance equal to 1maximum of 0.75% of the aggregate gross proceeds raised in the Placement (providedplacement, however, that such expense cap but in no way limits or impairs the indemnification and contribution provisions of this Agreement)event more than $30,000. Such non-accountable expense allowance reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement. The Company shall also pay a $10,000.00 advance to ▇▇▇▇▇▇ upon execution of this Agreement, which shall be applied against the non-accountable expense allowance.

COMPENSATION AND OTHER FEES. As compensation for the services provided by ▇▇▇▇▇▇ hereunder▇▇▇▇▇▇▇▇▇, the Company agrees to pay to ▇▇▇▇▇▇: (A) The fees set forth below with respect to the Placement: 1. A cash fee payable immediately upon (but only in the event of) the closing of the Placement and equal to 75% of the aggregate gross proceeds raised in the PlacementPlacement from the sale of Shares sold at the closing. Additionally, excluding a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of any the greenshoe warrants or options sold in the Placement that are solicited by the Placement Agent and otherwise in compliance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110 equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any (the “Warrant Solicitation Fee”), provided, however, the Warrant Solicitation Fee shall be reduced (before any reduction to the ▇▇▇▇▇▇ Warrants described in the last sentence of Section A.2 below or any reduction to the expense reimbursement to ▇▇▇▇▇▇ in Section B below) to the extent (and only to the extent) that ▇▇▇▇▇▇’▇ aggregate compensation for the Placement, if anyas determined under FINRA Rule 5110, would otherwise exceed 8%. Such determination of the actual Warrant Solicitation Fee shall be made promptly following completion of the Placement and communicated in writing to the Company. 2. Such number of warrants (the “▇▇▇▇▇▇ Warrants”) to ▇▇▇▇▇▇ or its designees at the Closing to purchase shares of Common Stock equal to 53% of the aggregate number of Shares sold in the Placement, plus any Shares underlying any convertible Securities sold in the Placement to such purchasers. The ▇▇▇▇▇▇ Warrants shall have the same terms as the warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share and shall have a term of exercise expiring on the expiration date shall be five years from year anniversary of the effective date of the registration statement referred to in Section 2(A) belowRegistration Statement (i.e., July 1, 2014). The ▇▇▇▇▇▇ Warrants shall not have antidilution protections or be transferable for six months from the date of the Placement, Offering except as permitted by FINRA Rule 5110, and further, the number of Shares underlying the ▇▇▇▇▇▇ Warrants shall be reduced if necessary to comply with FINRA rules or regulations. (B) The Company also agrees to pay to reimburse ▇▇▇▇▇▇’▇ expenses (with supporting invoices/receipts) up to a non-accountable expense allowance equal to 1maximum of 0.8% of the aggregate gross proceeds raised in the Placement (providedplacement, however, that such expense cap but in no way limits or impairs the indemnification and contribution provisions of this Agreement)event more than $30,000. Such non-accountable expense allowance reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement. The Company shall also pay a $10,000.00 advance to ▇▇▇▇▇▇ upon execution of this Agreement, which shall be applied against the non-accountable expense allowance.

COMPENSATION AND OTHER FEES. As compensation for the services provided by R▇▇▇▇▇ ▇▇▇▇▇▇ hereunder▇▇▇▇, the Company agrees to pay to ▇R▇▇▇▇▇: (A) The fees set forth below with respect to the Placement: 1. A cash fee payable immediately upon the closing of the Placement and equal to 76% of the aggregate gross proceeds raised in the Placement, excluding any proceeds from the exercise of any warrants or options sold in the Placement, if any. 2. Such number of warrants (the “▇R▇▇▇▇▇ Warrants”) to ▇R▇▇▇▇▇ or its designees at the Closing to purchase shares of Common Stock equal to 56% of the aggregate number of Shares sold in the Placement, plus any Shares underlying any convertible Securities sold in the Placement to such purchasers. The ▇R▇▇▇▇▇ Warrants shall have the same terms as the warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the five day volume weighted average market price per share, but in no event less than 125% of the public offering price per share pursuant to FINRA Rule 5110, and the expiration date shall be five years from the effective date of the shelf registration statement referred (as defined below). Nevertheless, the terms of the warrants are subject to approval of the TSX and NYSE Amex and the exercise price of the R▇▇▇▇▇ Warrants cannot be less than market price, calculated in Section 2(A) belowaccordance with the TSX policy. The ▇R▇▇▇▇▇ Warrants shall not have antidilution protections or be transferable for six months from the date of the Placement, date of effectiveness or commencement of sales of the Placement except as permitted by FINRA Rule 5110, and further, the number of Shares underlying the ▇R▇▇▇▇▇ Warrants shall be reduced if necessary to comply with FINRA rules or regulations. (B) The 3. If the closing market price of the Company’s shares on NYSE Amex is above $1.00 for five consecutive trading days, subject to customary equity conditions reasonably acceptable to R▇▇▇▇▇, the Company also agrees has the right but not the obligation to pay to accelerate the expiry date of the R▇▇▇▇▇ Warrants, in whole or in part, by providing R▇▇▇▇▇ a nonfourteen day written notice. Nevertheless, the Company will not accelerate the expiry date of the R▇▇▇▇▇ Warrants within the first six months from the closing of this Offering. (B) Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees to reimburse R▇▇▇▇▇’▇ out-of-pocket accountable expense allowance equal expenses actually incurred by R▇▇▇▇▇ or persons associated with R▇▇▇▇▇ (with supporting invoices/receipts) up to 1a maximum of 0.8% of the aggregate gross proceeds raised in the Placement (providedplacement, however, that such expense cap but in no way limits or impairs the indemnification and contribution provisions of this Agreement)event more than $30,000. Such non-accountable expense allowance reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement. The Company shall also pay a $10,000.00 advance to ▇▇▇▇▇▇ upon execution of this Agreement, which shall be applied against the non-accountable expense allowance.

COMPENSATION AND OTHER FEES. As compensation for the services provided by B▇▇▇▇▇▇ hereunder, the Company agrees to pay to B▇▇▇▇▇▇: (A) The fees set forth below with respect to the Placement: 1. A cash fee payable immediately upon the closing of the Placement and equal to 7% of the aggregate gross proceeds raised in the Placement, excluding any proceeds from . B▇▇▇▇▇▇ may allocate up to 35% of the exercise of any warrants cash fee to co-placement agents or options sold in the Placement, if anyadvisors. 2. Such number of warrants (the “B▇▇▇▇▇▇ Warrants”) to B▇▇▇▇▇▇ or its designees at the Closing to purchase shares of Common Stock equal to 57% of the aggregate number of Shares sold in the Placement, plus any Shares underlying any convertible Securities sold in the Placement to such purchasers. The B▇▇▇▇▇▇ Warrants shall have the same terms as the longer-dated warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share and the expiration date shall be five years from the effective date of the registration statement referred to in Section 2(A) below. The B▇▇▇▇▇▇ Warrants shall not have antidilution protections or and shall not be transferable for six months from the date of the Placement, except as permitted by FINRA Rule 5110, and further, the number of Shares underlying the B▇▇▇▇▇▇ Warrants shall be reduced if necessary to comply with FINRA rules or regulations. The issuance of the shares underlying the B▇▇▇▇▇▇ Warrants will be registered on the Registration Statement. (B) The Company also agrees to pay to B▇▇▇▇▇▇ a non-accountable expense allowance equal to 1% of the aggregate gross proceeds raised in the Placement (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such non-accountable expense allowance shall be payable immediately upon (but only in the event of) the closing of the Placement. The Company shall also pay a $10,000.00 advance to B▇▇▇▇▇▇ the sum of $30,000 as an advance against B▇▇▇▇▇▇’▇ actual outside legal expenses upon execution hereof, provided however, pursuant to Rule 5110(f)(2)(C), B▇▇▇▇▇▇ shall reimburse the Company for any amount of this Agreement, which shall be applied against the non-accountable expense allowanceadvance not actually incurred as an expense.

COMPENSATION AND OTHER FEES. As compensation for the services provided by ▇▇▇▇▇▇ the Placement Agent hereunder, the Company agrees to pay to ▇▇▇▇▇▇the Placement Agent on the Closing Date: (A) The fees set forth below with respect to the Placement: 1. A cash fee payable immediately upon the closing of the Placement and equal to 74.75% of the aggregate gross proceeds raised in the Placement, excluding any proceeds from the exercise of any warrants or options sold in the Placement, if any. 2. (B) Such number of warrants (the “▇▇▇▇▇▇ Warrants”) to ▇▇▇▇▇▇ or its designees at the Closing to purchase shares of the Company’s common stock, no par value per share (the “Common Stock Stock”), equal to 52% of the aggregate number of Shares shares of Common Stock underlying any convertible Securities, excluding any warrants to purchase Common Stock, sold in the Placement, plus any Shares underlying any convertible Securities sold in the Placement to such purchasers. The ▇▇▇▇▇▇ Warrants shall have the same terms as the warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering closing stock price per share and the expiration date shall be five years from the effective date of the registration statement referred to in Section 2(A) belowCommon Stock on The NASDAQ Capital Market as of the date hereof. The ▇▇▇▇▇▇ Warrants shall not have antidilution anti-dilution protections or be transferable for ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ¨ Tel: ▇▇▇ ▇▇▇ ▇▇▇▇ Fax: ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇.▇▇▇▇.▇▇▇ ¨ Member: FINRA, SIPC Cell Therapeutics, Inc. six (6) months from the date Closing Date, except such transfers permitted by Rule 5110 of the PlacementFinancial Industry Regulatory Authority, except as permitted by FINRA Rule 5110Inc. (“FINRA”), and further, the number of Shares shares underlying the ▇▇▇▇▇▇ Warrants shall be reduced if necessary to comply with FINRA rules or regulations. (BC) The Company also agrees to pay to ▇▇▇▇▇▇ a nonReimbursement for the Placement Agent’s reasonable out-accountable expense allowance of-pocket expenses (with supporting invoices/receipts) incurred in connection with the Placement Agent’s engagement hereunder equal to 1the lesser of (i) $25,000 or (ii) 1.6% of the aggregate gross proceeds raised in the Placement (proceeds; provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions provision of this Agreement). Such non-accountable expense allowance reimbursement shall be payable immediately upon (upon, but only in the event of) , the closing of the Placement. The Company shall also pay a $10,000.00 advance to ▇▇▇▇▇▇ upon execution of this Agreement, which shall be applied against the non-accountable expense allowance.

COMPENSATION AND OTHER FEES. As compensation for the services provided by B▇▇▇▇▇▇ hereunder, the Company agrees to pay to B▇▇▇▇▇▇: (A) The fees set forth below with respect to the Placement: 1. A cash fee payable immediately upon the closing of the Placement and equal to 7% of the aggregate gross proceeds raised in the Placement, excluding any proceeds from . B▇▇▇▇▇▇ may allocate up to 35% of the exercise of any warrants cash fee to co-placement agents or options sold in the Placement, if anyadvisors. 2. Such number of warrants (the “B▇▇▇▇▇▇ Warrants”) to B▇▇▇▇▇▇ or its designees at the Closing to purchase shares of Common Stock equal to 57% of the aggregate number of Shares sold in the Placement, plus any Shares underlying any convertible Securities sold in the Placement to such purchasers. The B▇▇▇▇▇▇ Warrants shall have the same terms as the longer-dated warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share unit and the expiration date shall be five years from the effective date of the registration statement referred to in Section 2(A) below. The B▇▇▇▇▇▇ Warrants shall not have antidilution protections or and shall not be transferable for six months from the date of the Placement, except as permitted by FINRA Rule 5110, and further, the number of Shares underlying the B▇▇▇▇▇▇ Warrants shall be reduced if necessary to comply with FINRA rules or regulations. The issuance of the shares underlying the B▇▇▇▇▇▇ Warrants will be registered on the Registration Statement. Neither the B▇▇▇▇▇▇ Warrants nor any warrant shares issued upon exercise of the B▇▇▇▇▇▇ Warrants shall be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales of the offering pursuant to which the B▇▇▇▇▇▇ Warrants are being issued, except the transfer of any security: i. by operation of law or by reason of reorganization of the Company; ii. to any FINRA member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction in this Section 1(A)(2) for the remainder of the time period; iii. if the aggregate amount of securities of the Company held by the holder or related person do not exceed 1% of the securities being offered in the Placement; iv. that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the equity in the fund; or v. the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in this Section 1(A)(2) for the remainder of the time period. (B) The Company also agrees to pay to B▇▇▇▇▇▇ a non-accountable expense allowance equal to 1% of the aggregate gross proceeds raised in the Placement (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement), provided that the Company has agreed to pay to B▇▇▇▇▇▇ an accountable expense allowance of up to $30,000. Such non-accountable expense allowance shall be payable immediately upon (but only in the event of) the closing of the Placement. The Company shall also pay a $10,000.00 advance to has previously advanced B▇▇▇▇▇▇ upon execution the sum of this Agreement$30,000 as an advance against B▇▇▇▇▇▇’▇ accountable expense allowance, which provided however, pursuant to Rule 5110(f)(2)(C), B▇▇▇▇▇▇ shall reimburse the Company for any amount of the advance not actually incurred as an expense. If the Placement is completed, the accountable expense allowance described herein shall be applied against the paid from said 1% non-accountable expense allowance.

COMPENSATION AND OTHER FEES. As compensation for the services provided by ▇▇▇▇▇▇ hereunder▇▇▇▇▇▇▇▇▇, the Company agrees to pay to ▇▇▇▇▇▇: (A) The fees set forth below with respect to the Placement: 1. A cash fee payable immediately upon the closing of the Placement and equal to 75% of the aggregate gross proceeds raised in the Placement. Additionally, excluding a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of any the warrants or options sold in the PlacementPlacement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any. 2. Such number of warrants (the “▇▇▇▇▇▇ Warrants”) to ▇▇▇▇▇▇ or its designees at the Closing to purchase shares of Common Stock Shares equal to 54% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement to such purchasersPlacement. The ▇▇▇▇▇▇ Warrants shall have the same terms as the warrants (if any) issued to the ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLC o ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: ▇▇▇ ▇▇▇ ▇▇▇▇ o Fax: ▇▇▇ ▇▇▇ ▇▇▇▇ o ▇▇▇.▇▇▇▇.▇▇▇ o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share and the expiration date shall be five years from the effective date of the registration statement referred to in Section 2(A) belowshare. The ▇▇▇▇▇▇ Warrants shall not have antidilution protections or be transferable for six months from the date of the Placement, Closing Date except as permitted by FINRA Financial Industry Regulatory Authority (“FINRA”) Rule 5110, and further, the number of Common Shares underlying the ▇▇▇▇▇▇ Warrants shall be reduced if necessary to comply with FINRA rules or regulations. (B) The Company also agrees to pay to reimburse ▇▇▇▇▇▇’▇ expenses (with supporting invoices/receipts) up to a non-accountable expense allowance equal to 1maximum of 0.8% of the aggregate gross proceeds raised in the Placement (providedPlacement, however, that such expense cap but in no way limits or impairs the indemnification and contribution provisions of this Agreement)event more than $20,000. Such non-accountable expense allowance reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement. The Company shall also pay a $10,000.00 advance to ▇▇▇▇▇▇ upon execution of this Agreement, which shall be applied against the non-accountable expense allowance.

COMPENSATION AND OTHER FEES. As compensation for the services provided by ▇▇▇▇▇▇ hereunder▇▇▇▇▇▇▇▇▇, the Company agrees to pay to ▇▇▇▇▇▇: (A) The fees set forth below with respect to on the Closing Date of the Placement, except as otherwise indicated hereunder: 1. A cash fee payable immediately upon the closing of the Placement and equal to 76% of the aggregate gross proceeds raised in the Placement, excluding any proceeds from Placement payable on the exercise Closing Date of any warrants or options sold in the Placement, if any. 2. Such number of warrants Warrants (the “▇▇▇▇▇▇ Warrants”) to ▇▇▇▇▇▇ or its designees at the Closing to purchase shares of Common Stock equal to 5% of the aggregate number of Shares sold in on the Closing Date of the Placement, plus any Shares underlying any convertible Securities Preferred Shares sold in on the Placement Closing Date to such purchasersPurchasers. The ▇▇▇▇▇▇ Warrants shall have the same terms as the warrants Warrants (if any) issued to the Purchasers in the Placement Placement, except that the exercise price shall be 125% of the public offering price per share and the expiration date shall be five years from the effective date of the registration statement referred to in Section 2(A) below. The ▇▇▇▇▇▇ Warrants shall not have antidilution protections or be transferable for six months from 180 days immediately following the date of effectiveness or commencement of sales of the Placementpublic offering, except as permitted by FINRA Financial Industry Regulatory Authority (“FINRA”) Rule 5110, and further, the number of Shares underlying the ▇▇▇▇▇▇ Warrants shall be reduced if necessary to comply with FINRA rules or regulations. (B) Upon signing of the letter agreement, dated as of March 11, 2013, between the Company and ▇▇▇▇▇▇ (the “Prior Agreement”), the Company paid ▇▇▇▇▇▇ a due diligence fee of $25,000 (the “Deposit”). The Company shall reimburse ▇▇▇▇▇▇ for any reasonable, documented out of pocket legal expenses incurred in connection with the Placement, which together with the Deposit shall not exceed $30,000, provided that the Deposit shall be deemed to be an advance of out of pocket accountable expenses actually anticipated to be incurred and shall be subject to FINRA Rule 5110(f)(2)(C). Upon the Closing of the Placement, the Company will also agrees to pay to ▇▇▇▇▇▇ a non-accountable expense allowance equal to 11.75% of the aggregate gross proceeds raised received from the Placement in the Placement Closing (provided, however, that such and without regard to the expense cap set forth in no way limits or impairs the indemnification and contribution provisions of this Agreementfollowing sentence). Such non-accountable expense allowance shall be payable immediately upon (but only in For clarification, if the event of) the closing of the Placement. The Company shall also pay a $10,000.00 advance to Placement is not consummated, ▇▇▇▇▇▇ will be reimbursed for reasonable, documented, out of pocket legal expenses incurred pursuant to this Section 1(B) and only reasonable, documented out of pocket expenses, each upon execution presentation of appropriate documentation of amounts incurred or expended, and not to exceed $30,000 in the aggregate. ▇▇▇▇▇▇ will not be entitled to reimbursement for any legal fees or other expenses or amounts incurred by ▇▇▇▇▇▇ in the preparation or negotiation of this Agreement, which shall be applied against the non-accountable expense allowanceagreement.