Common use of Closing Commitment Fee Clause in Contracts

Closing Commitment Fee. The Company shall issue to the Purchaser 1,650,000 shares of the Company's Common Stock (the "Initial Commitment Fee Shares") as a closing commitment fee, which fee shall be due and payable in full and such shares shall be issued not later than five (5) days after the Original Closing Date. The Initial Commitment Fee Shares shall be evidenced by an original share certificate duly executed and validly issued and delivered by the Company to the Purchaser, representing 1,650,000 shares of Common Stock of the Company. In connection with the closing of the Second Subordinated Note, the Company hereby covenants and agrees that it shall issue to the Purchaser a total of 667,905 shares of the Company’s Common Stock (the “Second Subordinated Note Fee Shares”), as a closing commitment fee, which fee shall be due and payable in full as follows: 296,984 of such shares shall be issued and delivered by Company to Purchaser on the Second Closing Date and 370,921 of such shares shall be issued and delivered by Company to Purchaser not later than three (3) Business Days after the earlier of (i) approval by the shareholders of the Company of the issuance of the Warrant shares and the Second Subordinated Note Fee Shares to the Purchaser or (ii) such time as NASDAQ listing requirements no longer require such approval. Purchaser acknowledges that the Company may not issue additional shares of Common Stock to Purchaser unless the Company has obtained such stockholder approval pursuant to NASDAQ Marketplace Rule 5635(d), or a waiver from the NASDAQ Stock Market of the Company’s compliance with Rule 5635(d), and that Amendment 1 to the Warrant Agreement caps the issuance of the Company’s Common Stock to Purchaser at 1,946,985 shares, which represents 19.9% of the Company’s outstanding shares of Common Stock on January 26, 2017. The Second Subordinated Note Fee Shares shall be evidenced by one or more original share certificates duly executed and validly issued and delivered by the Company to the Purchaser, representing an aggregate amount of 667,905 shares of Common Stock of the Company. In the event the Company has not fully and irrevocably discharged all of the Obligations arising under the Second Subordinated Note by the payment in full in cash on or prior to July 16, 2018 (the “Fee Trigger Date”), the Company shall issue to the Purchaser 200,000 shares of the Company’s Common Stock (the “Maturity Extension Fee Shares” and together with the Initial Commitment Fee Shares and the Second Subordinated Note Fee Shares, collectively, the “Commitment Fee Shares”) as an additional fee, which fee shall be due and payable in full and such shares shall be issued not later than five (5) days after the Fee Trigger Date. H. Section 8 of the Purchase Agreement is hereby amended by deleting Section 8.17(c) in the entirety and replacing it with the following:

Closing Commitment Fee. The Company shall issue to the Purchaser 1,650,000 shares of the Company's Common Stock (the "Initial Commitment Fee Shares") as a closing commitment fee, which fee shall be due and payable in full and such shares shall be issued not later than five (5) days after the Original Closing Date. The Initial Commitment Fee Shares shall be evidenced by an original share certificate duly executed and validly issued and delivered by the Company to the Purchaser, representing 1,650,000 shares of Common Stock of the Company. In connection with the closing of the Second Subordinated Note, the Company hereby covenants and agrees that it shall issue to the Purchaser a total of 667,905 shares of the Company’s Common Stock (the “Second Subordinated Note Fee Shares”), as a closing commitment fee, which fee shall be due and payable in full as follows: 296,984 of such shares shall be issued and delivered by Company to Purchaser on the Second Closing Date and 370,921 of such shares shall be issued and delivered by Company to Purchaser not later than three (3) Business Days after the earlier of (i) approval by the shareholders of the Company of the issuance of the Warrant shares and the Second Subordinated Note Fee Shares to the Purchaser or (ii) such time as NASDAQ listing requirements no longer require such approval. Purchaser acknowledges that the Company may not issue additional shares of Common Stock to Purchaser unless the Company has obtained such stockholder approval pursuant to NASDAQ Marketplace Rule 5635(d), or a waiver from the NASDAQ Stock Market of the Company’s compliance with Rule 5635(d), and that Amendment 1 to the Warrant Agreement caps the issuance of the Company’s Common Stock to Purchaser at 1,946,985 shares, which represents 19.9% of the Company’s outstanding shares of Common Stock on January 26, 2017. The Second Subordinated Note Fee Shares shall be evidenced by one or more original share certificates duly executed and validly issued and delivered by the Company to the Purchaser, representing an aggregate amount of 667,905 shares of Common Stock of the Company. In the event the Company has not fully and irrevocably discharged all of the Obligations arising under the Second Subordinated Note by the payment in full in cash on or prior to July 16, 2018 (the “Fee Trigger Date”), the Company shall issue to the Purchaser 200,000 shares of the Company’s Common Stock (the “Maturity Extension Fee Shares” ”). In connection with the closing of the Third Subordinated Note, the Company hereby covenants and agrees that it shall issue to the Purchaser a total of 160,000 shares of the Company’s Common Stock (the “Third Subordinated Note Fee Shares”; and together with the Initial Commitment Fee Shares and Shares, the Second Subordinated Note Fee Shares, collectively, the Maturity Extension Fee Shares referred to herein collectively as the “Commitment Fee Shares”) )), as an additional a closing commitment fee, which fee shall be due fully earned on the Third Closing Date and payable in full and such shares all of the Third Subordinated Note Fee Shares shall be issued and delivered by Company to Purchaser not later than five three (53) days Business Days after the Third Closing Date. The Third Subordinated Note Fee Trigger Date. H. Section 8 Shares shall be evidenced by one or more original share certificates duly executed and validly issued and delivered by the Company to the Purchaser, representing an aggregate amount of 160,000 shares of Common Stock of the Purchase Agreement is hereby amended by deleting Section 8.17(c) in the entirety and replacing it with the following:Company.

Closing Commitment Fee. The Company shall issue to the Purchaser 1,650,000 shares of the Company's Common Stock (the "Initial Commitment Fee Shares") as a closing commitment fee, which fee shall be due and payable in full and such shares shall be issued not later than five (5) days after the Original Closing Date. The Initial Commitment Fee Shares shall be evidenced by an original share certificate duly executed and validly issued and delivered by the Company to the Purchaser, representing 1,650,000 shares of Common Stock of the Company. In connection with the closing of the Second Subordinated Note, the Company hereby covenants and agrees that it shall issue to the Purchaser a total of 667,905 shares of the Company’s Common Stock (the “Second Subordinated Note Fee Shares”), as a closing commitment fee, which fee shall be due and payable in full as follows: 296,984 of such shares shall be issued and delivered by Company to Purchaser on the Second Closing Date and 370,921 of such shares shall be issued and delivered by Company to Purchaser not later than three (3) Business Days after the earlier of (i) approval by the shareholders of the Company of the issuance of the Warrant shares and the Second Subordinated Note Fee Shares to the Purchaser or (ii) such time as NASDAQ listing requirements no longer require such approval. Purchaser acknowledges that the Company may not issue additional shares of Common Stock to Purchaser unless the Company has obtained such stockholder approval pursuant to NASDAQ Marketplace Rule 5635(d), or a waiver from the NASDAQ Stock Market of the Company’s compliance with Rule 5635(d), and that Amendment 1 to the Warrant Agreement caps the issuance of the Company’s Common Stock to Purchaser at 1,946,985 shares, which represents 19.9% of the Company’s outstanding shares of Common Stock on January 26, 2017. The Second Subordinated Note Fee Shares shall be evidenced by one or more original share certificates duly executed and validly issued and delivered by the Company to the Purchaser, representing an aggregate amount of 667,905 shares of Common Stock of the Company. In the event the Company has not fully and irrevocably discharged all of the Obligations arising under the Second Subordinated Note by the payment in full in cash on or prior to July 16, 2018 (the “Fee Trigger Date”), the Company shall issue to the Purchaser 200,000 shares of the Company’s Common Stock (the “Maturity Extension Fee Shares” ”). In connection with the closing of the Third Subordinated Note, the Company hereby covenants and agrees that it shall issue to the Purchaser a total of 160,000 shares of the Company’s Common Stock (the “Third Subordinated Note Fee Shares”; and together with the Initial Commitment Fee Shares and Shares, the Second Subordinated Note Fee Shares, collectively, the Maturity Extension Fee Shares referred to herein collectively as the “Commitment Fee Shares”) )), as an additional a closing commitment fee, which fee shall be due fully earned on the Third Closing Date and payable in full and such shares all of the Third Subordinated Note Fee Shares shall be issued and delivered by Company to Purchaser not later than five three (53) days Business Days after the Third Closing Date. The Third Subordinated Note Fee Trigger Date. H. Section 8 Shares shall be evidenced by one or more original share certificates duly executed and validly issued and delivered by the Company to the Purchaser, representing an aggregate amount of 160,000 shares of Common Stock of the Purchase Agreement is hereby amended by deleting Section 8.17(c) in the entirety and replacing it with the following:Company. US2008 13185231 3