Common use of Compensation of Placement Agent Clause in Contracts

Compensation of Placement Agent. The Noteholder acknowledges that it is aware that the Placement Agent will receive from the Company, in consideration for its services as financial advisor and placement agent in respect of the transactions contemplated hereby, (a) a commission success fee equal to 8% of the face value (including accrued unpaid interest) of the Notes that are converted in connection with this Note Exchange, payable in cash, (b) an expense allowance, which shall include reimbursement of legal expenses incurred in connection with the transactions contemplated hereby, not to exceed $30,000 without the Company’s prior written approval, payable in cash, (c) reimbursement for all filing fees the Placement Agent is required to pay the Financial Industry Regulatory Authority (“FINRA”) and reasonable fees and expenses of legal counsel to Placement Agent in connection with such filings with FINRA; and (d) five-year warrants to purchase such number of shares of the Company’s Common Stock equal to ten percent (10%) of the number of shares issued in connection with this Note Exchange, at an exercise price equal to $0.715 per share. The Placement Agent is also receiving additional compensation in connection with the Offering.