Common use of Placement Agent Fee Clause in Contracts

Placement Agent Fee. The Purchasers acknowledge that the Company has engaged Primary Capital, LLC as the exclusive placement agent (the “Placement Agent”) in connection with the offering of the Notes and, as consideration for its services, has agreed to pay to the Placement Agent at the Closing a commission equal to five percent (5%) of the gross proceeds received by the Company from the sale of Notes to the Purchasers. In addition, upon conversion of the Notes into Conversion Securities, the Company shall issue to the Placement Agent or its designees warrants to purchase that number of Conversion Securities equal to 5% of the number of Conversion Securities issued upon such conversion, exercisable at a price per Conversion Security equal to the price at which the Notes were so converted. Upon repayment or redemption of the Notes as provided therein, the Company shall issue to the Placement Agent or its designees warrants to purchase that number of shares of the Company’s common stock (the “Common Stock”) equal to 5% of the aggregate number of shares of Common Stock underlying the Warrants, exercisable at the same price at which the Warrants are exercisable. The warrants issuable to the Placement Agent pursuant to this Section 1.2 shall be in substantially the same form as Exhibit B hereto.