Common use of Placement Agent’s Fee Clause in Contracts

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agent an amount (the “Placement Fee”) equal to eight percent (8.0%) of the aggregate gross proceeds received by the Company from the sale of the Securities (provided, that with respect to Securities sold to investors introduced to the Offering by the Company the Placement Fee shall be four percent (4.0%)), at the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”); and the Company shall issue to the Placement Agent or its designees at the Closing five-year warrants to purchase such number of Shares (as defined in Section 3) equal to 3.0% of the aggregate Shares and Pre-Funded Warrants sold in this Offering, at an exercise price of $[___] (125% of the price per Share), which warrants shall be exercisable at any time, during the period commencing six months from the date of the Offering (the “Placement Agent Warrant” and together with the shares of Common Stock underlying the Placement Agent Warrant, the “Placement Agent Securities”). The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the Placement Fee set forth herein to be paid by the Company to the Placement Agent.

Placement Agent’s Fee. As compensation for services rendered, the The Company shall pay to the Placement Agent in ▇▇▇▇▇▇▇▇▇▇ a cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agent an amount placement fee (the “Placement Agent’s Closing Fee”) equal to eight percent (8.0%) of the aggregate gross proceeds received by the Company from the sale of the Securities (provided, that with respect to Securities sold to investors introduced to the Offering by the Company the Placement Fee shall be four percent (4.0%)), at the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”); and the Company shall issue to the Placement Agent or its designees at the Closing five-year warrants to purchase such number of Shares (as defined in Section 3) equal to 3.07% of the aggregate Shares purchase price paid by each purchaser of Securities that are placed in each Offering by ▇▇▇▇▇▇▇▇▇▇; provided, that solely with respect to the private placement of up to $5,800,000 of Series B Convertible Preferred Stock and Pre-Funded Warrants sold in this Offeringassociated warrants, at an exercise price of $[___] (125the Placement Agent’s Closing Fee shall be 6% of the aggregate purchase price per Share), which warrants paid by each purchaser of such securities that are placed in such private placement Offering. The Placement Agent’s Closing Fee shall be exercisable paid at any time, during the period commencing six months from the date closing of the Offering (the “Placement Agent WarrantClosing”) from escrow from the gross proceeds of the Securities sold. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the cash exercise of the “Series B” and warrants sold in the Company’s PIPE financing closed in April 2013 (the “April Offering”), equal to 6% of the aggregate cash exercise price received by the Company upon such exercise, if such exercise is solicited by ▇▇▇▇▇▇▇▇▇▇ (together with the shares of Common Stock underlying the Placement Agent WarrantAgent’s Closing Fee, the “Placement Agent SecuritiesAgent’s Fee”). The No Placement Agent may deduct from the net proceeds of the Offering Agent’s Fee shall be payable to the Company ▇▇▇▇▇▇▇▇▇▇ for proceeds from purchasers included on the Closing Date the Placement Fee set forth herein to be paid by the Company to the Placement Agent.Annex A.

Placement Agent’s Fee. As compensation for services rendered, the The Company shall pay to the Placement Agent in Rodman a cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agent an amount placement fee (the “Placement Agent’s Closing Fee”) on each Closing Date equal to eight percent (8.0%) 6% of the aggregate purchase price paid by each purchaser of Securities that are placed in a Placement on each Closing Date during the Term, other than those purchasers listed on Annex B attached hereto pertain to investors that have been referred by the Company and approved by ▇▇▇▇▇▇ (which list may be amended from time to time to include additions by the Company after prior written approval of ▇▇▇▇▇▇, which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, that the aggregate purchase price by each purchaser of Securities listed on Annex B shall in no event be in excess of 10% of the total aggregate purchase price paid by all Purchasers of Securities in such Placement. Other than through an Underwritten Placement, the Placement Agent’s Closing Fee shall be paid at the Closing of a Placement through a third party escrow agent from the gross proceeds of the Securities sold. Additionally, a cash fee shall be payable to ▇▇▇▇▇▇ within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of any warrants sold in a Placement equal to the 6% of the aggregate cash exercise price received by the Company from the sale of the Securities upon such exercise, if any (provided, that with respect to Securities sold to investors introduced to the Offering by the Company the Placement Fee shall be four percent (4.0%)), at the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”); and the Company shall issue to the Placement Agent or its designees at the Closing five-year warrants to purchase such number of Shares (as defined in Section 3) equal to 3.0% of the aggregate Shares and Pre-Funded Warrants sold in this Offering, at an exercise price of $[___] (125% of the price per Share), which warrants shall be exercisable at any time, during the period commencing six months from the date of the Offering (the “Placement Agent Warrant” and together with the shares of Common Stock underlying the Placement Agent WarrantAgent’s Closing Fee, the “Placement Agent SecuritiesAgent’s Fee”). The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the Placement Fee set forth herein to be paid by the Company to the Placement Agent.