Common use of Authority and Compensation of Representative Clause in Contracts

Authority and Compensation of Representative. We hereby authorize you, as our Representative and on our behalf, (a) to enter into an agreement with the Company substantially in the form attached hereto as Exhibit A (the "Underwriting Agreement), but with such changes therein, including changes in those who are to be Underwriters and in the respective numbers Shares and/or Warrants to be purchased by them, as in your judgment are not materially adverse to the Underwriters; provided, however, that the number of Shares and/or Warrants to be purchased by us as set forth in or determined pursuant to the Underwriting Agreement will not be increased, except as provided herein and in the Underwriting Agreement, without our consent, (b) to exercise all the authority and discretion vested in the Underwriters and in you by the provisions of the Underwriting Agreement, and (c) to take all such action and execute all such documents and instruments as you in your discretion may deem necessary or advisable in order to carry out the provisions of the Underwriting Agreement and this Agreement and the sale and distribution of the Shares and/or Warrants; provided, however, that the time within which the Registration Statement (as defined in the Underwriting Agreement) is required to become effective pursuant to the Underwriting Agreement will not be extended by more than 24 hours without the approval of a majority in interest of the Underwriters (including you). As your share of the compensation for your services hereunder, we will pay you, and we authorize you to charge to our account on the Closing Date and the Additional Closing Dates referred to in the Underwriting Agreement, a sum equal to not more than 25% of the underwriting discount per Share or Warrant for each Share or Warrant which we are then obligated to purchase from the Company pursuant to the Underwriting Agreement. We hereby authorize you to furnish such information and to make such representations to the Securities and Exchange Commission (the "Commission") on behalf of the undersigned as you in your discretion may deem necessary or advisable.

Authority and Compensation of Representative. We hereby authorize you, as our Representative and on our behalf, (a) to enter into an agreement with the Company substantially in the form attached hereto as Exhibit A (the "Underwriting Agreement), but with such changes therein, including changes in those who are to be Underwriters and in the respective numbers Shares and/or Warrants to be purchased by them, as in your judgment are not materially adverse to the Underwriters; provided, however, that the number of Shares and/or Warrants to be purchased by us as set forth in or determined pursuant to the Underwriting Agreement will not be increased, except as provided herein and in the Underwriting Agreement, without our consent, (b) to exercise all the authority and discretion vested in the Underwriters and in you by the provisions of the Underwriting Agreement, and (c) to take all such action and execute all such documents and instruments as you in your discretion may deem necessary or advisable in order to carry out the provisions of the Underwriting Agreement and this Agreement and the sale and distribution of the Shares and/or WarrantsShares; provided, however, that the time within which the Registration Statement (as defined in the Underwriting Agreement) is required to become effective pursuant to the Underwriting Agreement will not be extended by more than 24 hours without the approval of a majority in interest of the Underwriters (including you). As your share of the compensation for your services as Representative hereunder, we will pay you, and we authorize you are entitled to charge to our account on the Closing Date and the Additional Closing Dates referred to in the Underwriting Agreement, a sum non-accountable expense allowance equal to not more than 253% of the underwriting discount per Share or Warrant for each Share or Warrant which gross proceeds of the entire offering, and as an authorized Underwriter we are then obligated to purchase from the Company pursuant entitled to the Underwriting Agreementdiscounts and commissions equal to ten percent (10%) of the total sales price of all Shares sold by us and the number of warrants equal to 10% of the total amount of Shares sold by us. We hereby authorize you to furnish such information and to make such representations to the Securities and Exchange Commission (the "Commission") on behalf of the undersigned as you in your discretion may deem necessary or advisable.

Authority and Compensation of Representative. We hereby authorize you, as our Representative and on our behalf, (a) to enter into an agreement with the Company substantially in the form attached hereto as Exhibit A (the "Underwriting Agreement), but with such changes therein, including changes in those who are to be Underwriters and in the respective numbers Shares and/or Warrants to be purchased by them, as in your judgment are not materially adverse to the Underwriters; provided, however, that the number of Shares and/or Warrants to be purchased by us as set forth in or determined pursuant to the Underwriting Agreement will not be increased, except as provided herein and in the Underwriting Agreement, without our consent, (b) to exercise all the authority and discretion vested in the Underwriters and in you by the provisions of the Underwriting Agreement, and (c) to take all such action and execute all such documents and instruments as you in your discretion may deem necessary or advisable in order to carry out the provisions of the Underwriting Agreement and this Agreement and the sale and distribution of the Shares and/or WarrantsShares; provided, however, that the time within which the Registration Statement (as defined in the Underwriting Agreement) is required to become effective pursuant to the Underwriting Agreement will not be extended by more than 24 hours without the approval of a majority in interest of the Underwriters (including you). As your share of the compensation for your services as Representative hereunder, we will pay you, and we authorize you are entitled to charge to our account on the Closing Date and the Additional Closing Dates referred to in the Underwriting Agreement, a sum non-accountable expense allowance equal to not more than 252% of the underwriting discount per Share or Warrant for each Share or Warrant which gross proceeds of the entire offering, and as an authorized Underwriter we are then obligated to purchase from the Company pursuant entitled to the Underwriting Agreementdiscounts and commissions equal to eight percent (8%) of the total sales price of all Shares sold by us and the number of warrants equal to 10% of the total amount of Shares sold by us with an exercise price equal to 165%. We hereby authorize you to furnish such information and to make such representations to the Securities and Exchange Commission (the "Commission") on behalf of the undersigned as you in your discretion may deem necessary or advisable.

Authority and Compensation of Representative. We hereby authorize you, as our Representative and on our behalf, (a) to enter into an agreement with the Company substantially in the form attached hereto as Exhibit A (the "Underwriting Agreement"), but with such changes therein, including changes in those who are to be Underwriters and in the respective numbers number of Shares and/or Warrants to be purchased by them, as in your judgment are not materially adverse to the Underwriters; provided, however, that the number of Shares and/or Warrants to be purchased by us as set forth in or determined pursuant to the Underwriting Agreement will not be increased, except as provided herein and in the Underwriting Agreement, without our consent, (b) to exercise all the authority and discretion vested in the Underwriters and in you by the provisions of the Underwriting Agreement, and (c) to take all such action and execute all such documents and instruments as you in your discretion may deem necessary or advisable in order to carry out the provisions of the Underwriting Agreement and this Agreement and the sale and distribution of the Shares and/or WarrantsShares; provided, however, that the time within which the Registration Statement (as defined in the Underwriting Agreement) is required to become effective pursuant to the Underwriting Agreement will not be extended by more than 24 hours without the approval of a majority in interest of the Underwriters (including you). As your share of the compensation for your services hereunder, we will pay you, and we authorize you to charge to our account on the Closing Date and the Additional Closing Dates referred to in the Underwriting Agreement, a sum equal to not more than 25% of the underwriting discount per Share or Warrant for each Share or Warrant which we are then obligated to purchase from the Company pursuant to the Underwriting Agreement. We hereby authorize you to furnish such information and to make such representations to the Securities and Exchange Commission (the "Commission") on behalf of the undersigned as you in your discretion may deem necessary or advisable.

Authority and Compensation of Representative. We hereby authorize you, as our Representative representative (the "Representative") and on our behalf, (a) to enter into an agreement with the Company Company, in substantially in the form attached hereto as Exhibit A (the "Underwriting Agreement)A, but with such changes therein, including changes in those who are to be Underwriters and in the respective numbers Shares and/or Warrants to be purchased by them, therein as in your judgment are will not be materially adverse to the Underwriters; provided, howeverproviding for the purchase by us, that severally and not jointly, from the number of Shares and/or Warrants to be purchased by us Company, at the purchase price per Security determined as set forth in or determined pursuant said Exhibit A, of the number of Firm Securities set forth opposite our name in Schedule I to said Exhibit A, and our allotted share of the Underwriting Agreement will not Option Securities which you determine to be increased, except as provided herein and in the Underwriting Agreement, without our consentpurchased, (b) to exercise all the authority and discretion vested in the Underwriters and in you by the provisions of the Underwriting Agreement, and (c) to take all such action and execute all such documents and instruments as you in your discretion may deem necessary or advisable in order to carry out the provisions of the Underwriting Agreement and of this Agreement Agreement, and the sale and distribution of the Shares and/or Warrants; providedSecurities, however, that the time within which the Registration Statement and (as defined in the Underwriting Agreementd) is required to become effective pursuant determine all matters relating to the Underwriting Agreement will not be extended by more than 24 hours without the approval of a majority in interest public advertisement of the Underwriters (including you)Securities. As your share of the compensation for your services hereunder, we will pay you, and we authorize you to charge to our account on the Closing Date and on the Additional Closing Dates closing date referred to in the Underwriting Agreement, a sum equal to not more than 25% of the underwriting discount Agreement $0 per Share or Warrant for each as "representative" concession, and we will receive $.25 per Share or Warrant as our underwriter obligation fee in respect to the aggregate number of Firm Securities and Option Securities, respectively, which we are then obligated shall agree to purchase from the Company pursuant to the Underwriting Agreement. We hereby authorize Further, we will receive $.25 per Share as "selling concession" for that portion in which you allocate to furnish such information and to make such representations to the Securities and Exchange Commission (the "Commission") on behalf of the undersigned us as you in your discretion may deem necessary or advisableour retention.

Authority and Compensation of Representative. We hereby authorize you, as our Representative and on our behalf, (a) to enter into an agreement with the Company substantially in the form attached hereto as Exhibit A (the "Underwriting Agreement), but with such changes therein, including changes in those who are to be Underwriters and in the respective numbers Shares and/or Warrants Units to be purchased by them, as in your judgment are not materially adverse to the Underwriters; provided, however, that the number of Shares and/or Warrants Units to be purchased by us as set forth in or determined pursuant to the Underwriting Agreement will not be increased, except as provided herein and in the Underwriting Agreement, without our consent, (b) to exercise all the authority and discretion vested in the Underwriters and in you by the provisions of the Underwriting Agreement, and (c) to take all such action and execute all such documents and instruments as you in your discretion may deem necessary or advisable in order to carry out the provisions of the Underwriting Agreement and this Agreement and the sale and distribution of the Shares and/or WarrantsUnits; provided, however, that the time within which the Registration Statement (as defined in the Underwriting Agreement) is required to become effective pursuant to the Underwriting Agreement will not be extended by more than 24 hours without the approval of a majority in interest of the Underwriters (including you). As your share of the compensation for your services hereunder, we will pay you, and we authorize you to charge to our account on the Closing Date and the Additional Closing Dates referred to in the Underwriting Agreement, a sum equal to not more than 25% of the underwriting discount per Share or Warrant Unit for each Share or Warrant Unit which we are then obligated to purchase from the Company pursuant to the Underwriting Agreement. We hereby authorize you to furnish such information and to make such representations to the Securities and Exchange Commission (the "Commission") on behalf of the undersigned as you in your discretion may deem necessary or advisable.