COMPENSATION AND OTHER FEES As compensation for the services provided by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Company agrees to pay to ▇▇▇▇▇▇: (A) The fees set forth below with respect to the Placement: 1. A cash fee payable immediately upon the closing of the Placement and equal to 6% of the aggregate gross proceeds raised in the Placement. ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLC ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: ▇▇▇ ▇▇▇ ▇▇▇▇ Fax: ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇.▇▇▇▇.▇▇▇ Member: FINRA, SIPC 2. Such number of warrants (the “▇▇▇▇▇▇ Warrants”) to ▇▇▇▇▇▇ or its designees at the Closing to purchase shares of Common Stock equal to 3% of the aggregate number of Shares sold in the Placement, plus any Shares underlying any convertible Securities sold in the Placement to such purchasers. The ▇▇▇▇▇▇ Warrants shall have the same terms as the warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share and the expiration date shall be five years from the effective date of the shelf registration statement referred to in Section 2(A) below; provided, however, that the exercise price of the ▇▇▇▇▇▇ Warrants shall not in any case be less than the consolidated closing bid price of the Common Stock on the date on which the Purchasers execute the purchase agreement in respect of their Securities; and provided, further, that the initial exercise date of the ▇▇▇▇▇▇ Warrants shall be the date which is the six month anniversary of the Closing Date. The ▇▇▇▇▇▇ Warrants shall not have antidilution protections or be transferable for six months from the date of the Placement except as permitted by FINRA Rule 5110, and further, the number of Shares underlying the ▇▇▇▇▇▇ Warrants shall be reduced if necessary to comply with FINRA rules or regulations. (B) The Company also agrees to reimburse ▇▇▇▇▇▇’▇ expenses (with supporting invoices/receipts) up to a maximum of 1.0% of the aggregate gross proceeds raised in the placement, but in no event more than $30,000 (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.