Common use of Placement Agents' Compensation Clause in Contracts

Placement Agents' Compensation. In consideration for the services rendered by Placement Agent hereunder, the Company shall pay the Placement Agent, upon the distribution of funds from the escrow account established for the Offering in connection with each Closing for the issuance and sale of the Securities, in accordance with written wire transfer payment instructions from the Placement Agent: (i) Cash compensation equal to one percent (1%) of the gross proceeds of the Offering for Executing Broker Services. Additionally, the following percentages of the aggregate subscription proceeds originated by a broker-dealer registered with the Securities and Exchange Commission and the Financial Regulatory Authority which introduces investors who invest in the Offering (an “Introducing Broker-Dealer”), including the Placement Agent (the “Other Proceeds”), shall be payable in cash to such Introducing Broker-Dealer provided that the Introducing Broker-Dealer introduces an Introduced Investor as defined directly below: • If Introduced Investor raises between $0 and $30mm, seven percent (7%) of the Other Proceeds. • If Introduced Investor raises more than $30mm and up to $40mm, seven and one half percent (7.5%) of the Other Proceeds for the entire raise (including the $0-$30mm portion) • If Introduced Investor raises more than $40mm, eight percent (8%) of the Other Proceeds for the entire raise (including the $0-40mm portion).

Placement Agents' Compensation. In consideration for the services rendered by Placement Agent hereunder, the Company shall pay the Placement Agent, upon the distribution of funds from the escrow account established for the Offering in connection with each Closing for the issuance and sale of the Securities, in accordance with written wire transfer payment instructions from the Placement Agent: (i) Cash compensation equal to one percent (1%) of the gross proceeds of the Offering for Executing Broker Services. Additionally, the following percentages of the aggregate subscription proceeds originated by a broker-dealer registered with the Securities and Exchange Commission and the Financial Regulatory Authority which introduces investors who invest in the Offering (an “Introducing Broker-Dealer”), including the Placement Agent (the “Other Proceeds”), shall be payable in cash to such Introducing Broker-Dealer provided that the Introducing Broker-Dealer introduces an Introduced Investor as defined directly below: • · If Introduced Investor raises between $0 and $30mm, seven percent (7%) of the Other Proceeds. • · If Introduced Investor raises more than $30mm and up to $40mm, seven and one half percent (7.5%) of the Other Proceeds for the entire raise (including the $0-$30mm portion) • · If Introduced Investor raises more than $40mm, eight percent (8%) of the Other Proceeds for the entire raise (including the $0-40mm portion).