Common use of Compensation of Placement Agent Clause in Contracts

Compensation of Placement Agent. As compensation for its services rendered as Placement Agent under this Agreement, if the Offering is completed, the Placement Agent shall receive: (i) a sales commission equal to 10.0% of the gross proceeds from the sale of the Units, payable by deducting the sales commission from such gross proceeds on each closing date, and (ii) a non-accountable expense allowance equal to 3.0% of the gross proceeds from the sale of the Units, and (iii) placement agent will receive 85,000 warrants exercisable at $1.50 per share upon completion of the minimum offering, and (iv) placement agent will also receive an additional 85,000 warrants exercisable at $1.50 per share upon successful completion of AMEX listing. On each closing date, the Company shall sell to the Placement Agent, or its designees, for an aggregate price of $.001 per share, five-year warrants (the "Placement Agent Warrants") to purchase 10% of the number shares of the Company's common stock issuable upon conversion of the Debentures issued to investors who shall have purchased and paid for Units on such date. The exercise price of the Placement Agent Warrants shall be $1.10 per share. The Placement Agent Warrants may be transferable to officers, directors, consultants and shareholders of the Placement Agent. The Placement Agent Warrants shall confer to the holders thereof one demand and unlimited piggy back registration rights. For a period of one year from the Closing Date, the Company hereby grants to the Placement Agent the right to act as the Company's managing underwriter or placement agent, as the case may be, in any public offering(s) and/.or and private placement(s) to be effectuated by or on behalf of the Company or any subsidiary provided that the material terms offered by the Placement Agent are no less favorable than those offered by any other underwriter, broker-dealer, or placement agent. In the event the Placement Agent elects not to exercise its right of first refusal and the terms of the proposed financing are subsequently changed, the Placement Agent shall again be granted the right of first refusal to act as the exclusive managing underwriter or placement agent, as the case may be, in any such financing as modified. Notwithstanding anything contained in this Section to the contrary, nothing hereunder shall obligate the Placement Agent to participate in any such financing. If the Placement Agent elects not to exercise its right of first refusal with respect to any proposed financing after being given the opportunity to do so as herein above provided, the right of first refusal shall expire as to all future financings. With respect to an initial public offering of the Company's securities, the Company shall have the right, to redeem such right of first refusal from the Placement Agent.

Compensation of Placement Agent. As compensation for its the services to be rendered as by the Placement Agent under this the Agreement, if the Offering is completed, the Placement Agent shall receive: (i) a sales commission equal equal, in the aggregate, to 10.0% of the gross proceeds from the sale of the Units, payable by deducting the sales commission from such gross proceeds on each closing date, and (ii) a non-accountable expense allowance equal to 3.0% of the gross proceeds derived by AbTech from the sale of the Units, and (iii) placement agent will receive 85,000 warrants exercisable at $1.50 per share upon completion units. On the date of the minimum offeringInitial Closing, and (iv) placement agent will also receive an additional 85,000 warrants exercisable at $1.50 per share upon successful completion of AMEX listing. On each closing date, the Company AbTech shall sell to the Placement Agent, or its designees, for an aggregate price of $.001 per share, five-year warrants (the "Placement Agent Warrants") to purchase the number of shares of AbTech's common stock which, if the Merger was consummated on such a date, be equal to 10% of the post-Merger issued and outstanding shares of Common Stock. On each subsequent closing date, AbTech shall sell to the Placement Agent, or it's designees, for an aggregate price of $.001 per share, five-year warrants to purchase the number of shares of AbTech common stock issuable pursuant to all other similar warrants issued by AbTech to the Placement Agent hereunder, would, if the Merger was consummated on such date, be equal to 10% of the post-Merger issued and outstanding shares of Common Stock. The aggregate number of shares which shall be purchasable by the holders of all of such warrants, which are collectively referred to herein as the "Placement Agent's Warrants," shall not exceed 437,5000 shares if the minimum number of Units are sold in the Offering, and 475,6000 shares if the maximum number of Units are sold in the Offering. The Placement Agent's Warrants shall provide that, upon exercise thereof after the Merger has been completed, and payment of the exercise price payable thereunder, the holder or holders thereof shall be entitled to receive one share of the Company's Common Stock for each share of AbTech common stock issuable that would have been issued upon conversion exercise thereof prior to the date of completion of the Debentures issued to investors who shall have purchased and paid for Units on such dateMerger. The exercise price of the Placement Agent Agent's Warrants shall be $1.10 .01 per share. The Placement Agent Warrants may be transferable to officers, directors, consultants and shareholders of the Placement Agent. The Placement Agent Warrants 's Warrant shall confer to the holders thereof one demand and unlimited piggy back registration rightsrights in accordance with such terms, and subject to such limitations, as the parties and their respective counsel shall agree upon and specify in such Placement Agent's Warrants or in a separate registration rights agreement. For a During the period beginning on the date of one year from commencement of the Closing DateOffering and continuing through the 54th day after the effective date of the Merger, the Company AbTech hereby grants to the Placement Agent Agent, for itself prior to the Merger, and for the Company after the Merger, the right to act as AbTech's and or/the Company's exclusive managing underwriter underwriters or placement agentagents, as the case may be, in any public offering(s) and/.or and/or and private placement(s) to be effectuated by or on behalf of AbTech, the Company or any subsidiary or affiliate of either of them provided that the material terms offered by the Placement Agent are no less favorable than those offered by any other underwriter, broker-dealer, or placement agent. In the event the Placement Agent elects not to exercise its right of first refusal and the terms of the proposed financing are subsequently changed, the Placement Agent shall again be granted the right of first refusal to act as the exclusive managing underwriter or placement agent, as the case may be, in any such financing as modified. Notwithstanding anything contained in this Section to the contrary, nothing hereunder shall obligate the Placement Agent to participate in any such financing. If the Placement Agent elects not to exercise its right of first refusal with respect to any proposed financing after being given the opportunity to do so as herein above hereinabove provided, the right of first refusal shall expire as to all future financings. With respect to an initial public offering of the Company's securities, the Company shall have the right, for a fee of $50,000, to redeem such right of first refusal from the Placement Agent.

Compensation of Placement Agent. As compensation for its services rendered as Placement Agent under this Agreement, if the Offering is completed, the Placement Agent shall receive: receive the following compensation: (ia) a A sales commission equal to 10.0% ten percent (10%) of the gross proceeds from the sale aggregate Gross Proceeds (as hereinafter defined) of the Units, payable by deducting the sales commission from such gross proceeds the Gross Proceeds received for the Units on the Initial Closing Date and each closing date, Additional Closing Date (of which Fifteen Thousand Dollars ($15,000) has been paid and will be credited against amounts payable at the Initial Closing); and (iib) a non-accountable expense allowance equal Up to 3.0% of the gross proceeds from the sale of the Units, and (iii) placement agent will receive 85,000 warrants exercisable at $1.50 per share upon completion of the minimum offering, and (iv) placement agent will also receive an additional 85,000 warrants exercisable at $1.50 per share upon successful completion of AMEX listing. On each closing date, the Company shall sell to the Placement Agent, or its designees, for an aggregate price of $.001 per share, five-year warrants 697,500 Warrants (the "Placement Agent Warrants") each to purchase 10% one share of the number shares of the Company's common stock issuable upon conversion of the Debentures issued to investors who shall have purchased and paid for Units on such date. The Common Stock at an exercise price of $2.50 per Warrant Share, exercisable for a period of five years commencing on the Initial Closing Date, pursuant to the terms of a warrant agreement (the "Placement Agent Warrant Agreement") as follows: (a) 487,500 Placement Warrants shall for the sale of the first one hundred (100) Units, (b) 140,000 additional Placement Warrants for the next forty (40) Units sold, or a pro rata amount thereof (i.e., 1,400 Placement Warrants for each of the forty (40) Units sold); and (c) 70,000 additional Placement Warrants for the next twenty eight (28) Units sold, or a pro rata amount thereof (i.e., 2,500 Placement Warrants for each of the additional twenty eight (28) Units sold), in each case, to be $1.10 per share. The Placement Agent Warrants may be transferable issued on each Closing Date in relation to officers, directors, consultants the number of Units sold on each date and shareholders of in the names provided by the Placement Agent. The Placement Agent Warrants shall confer Immediately prior to the holders thereof one demand and unlimited piggy back registration rights. For a period of one year from the Closing Date, the Company hereby grants to the Placement Agent the right to act as the Company's managing underwriter or placement agent, as the case may be, in any public offering(s) and/.or and private placement(s) to be effectuated by or on behalf listing of the Company Warrants on the Nasdaq SmallCap Market, a securities exchange or any subsidiary provided that the material terms offered by the Placement Agent are no less favorable than those offered by any other underwriter, broker-dealer, or placement agent. In the event the Placement Agent elects not to exercise its right of first refusal and the terms of the proposed financing are subsequently changed, the Placement Agent shall again be granted the right of first refusal to act as the exclusive managing underwriter or placement agent, as the case may be, in any such financing as modified. Notwithstanding anything contained in this Section to the contrary, nothing hereunder shall obligate the Placement Agent to participate in any such financing. If the Placement Agent elects not to exercise its right of first refusal with respect to any proposed financing after being given the opportunity to do so as herein above provided, the right of first refusal shall expire as to all future financings. With respect to an initial public offering of the Company's securitiesOTC Bulletin Board, the Company shall have offer in writing to the right, holders of Placement Warrants the option to redeem such right of first refusal from exchange the Placement AgentWarrants for an equal number of Warrants, which will be listed with the Warrants.

Compensation of Placement Agent. As compensation The Investor acknowledges that it is aware that the Placement Agent will receive from the Company, in consideration for its services rendered as financial advisor and placement agent in respect of the transactions contemplated hereby: (a) a placement agent success fee, in each case payable in cash, equal to: (i) 7.0% of the Purchase Price of the Units sold at each Closing to potential or actual Investors sourced by the Placement Agent under (“Taglich Investors”) and (ii) either (x) 3.5% of the Purchase Price of the Units sold at each Closing to Investors already known to the Company and disclosed in writing to the Placement Agent prior to the commencement of the offering contemplated by this AgreementAgreement (“Company Investors”), if the Offering is completedPlacement Agent informs the Company that Taglich Investors are prepared to subscribe for (whether or not the Company accepts such subscription) Units with an aggregate Purchase Price of $2.0 million or (y) 7.0 % of the Purchase Price of the Units sold at each Closing to Company Investors, if the Placement Agent informs the Company that Taglich Investors are prepared to subscribe for (whether or not the Company accepts such subscription) Units with an aggregate Purchase Price of $3.0 million; (b) an expense allowance, which shall receive: (i) a sales commission equal include reimbursement of legal expenses incurred in connection with the transactions contemplated hereby, not to 10.0% of exceed $25,000 without the gross proceeds from the sale of the UnitsCompany’s approval, payable by deducting the sales commission from such gross proceeds on each closing date, and in cash; and (iic) a non-accountable expense allowance equal to 3.0% of the gross proceeds from the sale of the Units, and (iii) placement agent will receive 85,000 warrants exercisable at $1.50 per share upon completion of the minimum offering, and (iv) placement agent will also receive an additional 85,000 warrants exercisable at $1.50 per share upon successful completion of AMEX listing. On each closing date, the Company shall sell to the Placement Agent, or its designees, for an aggregate price of $.001 per share, fivethree-year warrants (the "Placement “Agent Warrants"”) to purchase 10such number of shares of the Company’s Common Stock equal to: (i) 8.0% of the number shares of Note Shares initially underlying the Notes sold to Taglich Investors plus (ii) either (x) 4.0% of the number of Note Shares initially underlying the Notes sold to Company Investors, if the Placement Agent informs the Company that Taglich Investors are prepared to subscribe for (whether or not the Company accepts such subscription) Units with an aggregate Purchase Price of $2.0 million or (y) 8.0 % of the number of Note Shares initially underlying the Notes sold to Company Investors, if the Placement Agent informs the Company that Taglich Investors are prepared to subscribe for (whether or not the Company accepts such subscription) Units with an aggregate Purchase Price of $3.0 million The Agent Warrants shall have an exercise price per share equal to the ten day average of the closing price of the Company's common stock issuable upon conversion ’s Common Stock as reported by OTC Markets (found at ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇) on immediately prior to the date of the Debentures issued to investors who shall have purchased and paid for Units on such date. The exercise price of the Placement Agent Warrants shall be $1.10 per share. The Placement Agent Warrants may be transferable to officers, directors, consultants and shareholders of the Placement Agent. The Placement Agent Warrants shall confer to the holders thereof one demand and unlimited piggy back registration rights. For a period of one year from the Closing Date, the Company hereby grants to the Placement Agent the right to act as the Company's managing underwriter or placement agent, as the case may be, in any public offering(s) and/.or and private placement(s) to be effectuated by or on behalf of the Company or any subsidiary provided that the material terms offered by the Placement Agent are no less favorable than those offered by any other underwriter, broker-dealer, or placement agentinitial closing. In the event case of clauses 9.1(a)(ii) and 9.1(c)(ii), if subscriptions from Taglich Investors cross the Placement applicable thresholds for additional success fees and/or Agent elects Warrants relating to Company Investors after Closings for such Company Investors at which Taglich was not to exercise its right awarded the success fee or Agent Warrants merited by reaching such thresholds, then the additional success fees and Agent Warrants owed as a result of first refusal and the terms of the proposed financing crossing such thresholds shall be made up when such thresholds are subsequently changed, the Placement Agent shall again be granted the right of first refusal to act as the exclusive managing underwriter or placement agent, as the case may be, in any such financing as modified. Notwithstanding anything contained in this Section to the contrary, nothing hereunder shall obligate the Placement Agent to participate in any such financing. If the Placement Agent elects not to exercise its right of first refusal with respect to any proposed financing after being given the opportunity to do so as herein above provided, the right of first refusal shall expire as to all future financings. With respect to an initial public offering of the Company's securities, the Company shall have the right, to redeem such right of first refusal from the Placement Agentsurpassed.