Common use of Expenses; Fees Clause in Contracts

Expenses; Fees. Simultaneously with payment for and delivery of the Shares and Warrants, at the Closing and the Option Closing Date, as the case may be, the Company shall: (i) pay to the Placement Agent a cash fee equal to ten (10%) percent of the aggregate purchase price of the Shares and Warrants as and when delivered by the Escrow Agent to the Purchasers (the "CASH FEE"); (ii) reimburse the Placement Agent for its actual out-of-pocket expenses incurred in connection with the Offering, including, without limitation, the reasonable fees and expenses of its legal counsel, not to exceed legal fees of $20,000; (iii) pay all expenses in connection with the qualification of the Transaction Securities under the blue sky laws of the states which the Placement Agent shall designate, including filing fees and disbursements in connection with such blue sky matters; (iv) pay certain fees to the Escrow Agent for acting as escrow agent; and (v) issue to the Placement Agent five year non-cashless exercised provisioned warrants (the "AGENT WARRANTS") to purchase such number of shares of Common Stock (the "AGENT SHARES") as shall equal ten (10%) percent of the aggregate number of (a) Shares sold in the Offering, and (b) Warrant Shares issuable upon exercise of the Warrants as of the Closing, at a per share exercise price equal to $2.50. The Company also agrees to pay the Placement Agent a Cash Fee upon its receipt of proceeds, if any, upon the exercise of the Series A Warrants and Series B Warrants by Purchasers.

Expenses; Fees. Simultaneously with payment for and delivery of the Shares and Warrants, at the Closing and the Option Closing Date, as the case may be, the Company shall: (i) pay to the Placement Agent a cash fee equal to ten (10%) percent of the aggregate purchase price of the Shares and Warrants as and when delivered by the Escrow Agent to the Purchasers (the "CASH FEE"“Cash Fee”); (ii) reimburse the Placement Agent for its actual out-of-pocket expenses incurred in connection with the Offering, including, without limitation, the reasonable fees and expenses of its legal counsel, not to exceed legal fees of $20,000; (iii) pay all expenses in connection with the qualification of the Transaction Securities under the blue sky laws of the states which the Placement Agent shall designate, including filing fees and disbursements in connection with such blue sky matters; (iv) pay certain fees to the Escrow Agent for acting as escrow agent; and (v) issue to the Placement Agent five year non-cashless exercised provisioned warrants (the "AGENT WARRANTS"“Agent Warrants”) to purchase such number of shares of Common Stock (the "AGENT SHARES"“Agent Shares”) as shall equal ten (10%) percent of the aggregate number of (a) Shares sold in the Offering, and (b) Warrant Shares issuable upon exercise of the Warrants as of the Closing, at a per share exercise price equal to $2.50. The Company also agrees to pay the Placement Agent a Cash Fee upon its receipt of proceeds, if any, upon the exercise of the Series A Warrants and Series B Warrants by Purchasers.

Expenses; Fees. Simultaneously with payment for and delivery of the --------------- Shares and Warrants, at the Closing and the Option Closing Date, as the case may be, the Company shall: (i) pay to the Placement Agent a cash fee equal to ten (10%) percent of the aggregate purchase price of the Shares and Warrants as and when delivered by the Escrow Agent to the Purchasers (the "CASH FEE"); (ii) -------- reimburse the Placement Agent for its actual out-of-pocket expenses incurred in connection with the Offering, including, without limitation, the reasonable fees and expenses of its legal counsel, not to exceed legal fees of $20,000; (iii) pay all expenses in connection with the qualification of the Transaction Securities under the blue sky laws of the states which the Placement Agent shall designate, including filing fees and disbursements in connection with such blue sky matters; (iv) pay certain fees to the Escrow Agent for acting as escrow agent; and (v) issue to the Placement Agent five year non-cashless exercised provisioned warrants (the "AGENT WARRANTS") to purchase such number of shares of -------------- Common Stock (the "AGENT SHARES") as shall equal ten (10%) percent of the ------------- aggregate number of (a) Shares sold in the Offering, and (b) Warrant Shares issuable upon exercise of the Warrants as of the Closing, at a per share exercise price equal to $2.50. The Company also agrees to pay the Placement Agent a Cash Fee upon its receipt of proceeds, if any, upon the exercise of the Series A Warrants and Series B Warrants by Purchasers.

Expenses; Fees. Simultaneously with payment for and delivery of the A Preferred Shares and Warrants, Warrants at the Closing and the Option Closing Date, as the case may beeach Closing, the Company shall: (iA) pay to the Placement Agent a cash fee equal to ten eight (108%) percent of the aggregate purchase price of the Shares and Warrants as and when delivered by the Escrow Agent to the Purchasers Units sold (the "CASH FEECash Fee"); payment of which shall be made directly from the Escrow Account at each Closing; (iiB) pay to the Placement Agent a cash non-accountable expense allowance equal to one (1%) percent of the aggregate purchase price of the Units sold (the "Non-Accountable Fee"), payment of which shall be made directly from the Escrow Account at each Closing; (C) reimburse the Placement Agent for its actual out-of-pocket expenses incurred in connection with the Offering, including, without limitation, the reasonable fees and expenses of its legal counsel, not to exceed legal fees the Placement Agent's due diligence investigation expenses, travel and mailing expenses, payment of $20,000which shall be made directly from the Escrow Account at each Closing; (iiiD) pay all expenses in connection with the qualification of the Transaction Securities Units under the blue sky laws of the states which the Placement Agent shall designate, including legal fees, filing fees and disbursements of Placement Agent's counsel in connection with such blue sky matters, payment of which shall be made directly from the Escrow Account at each Closing; (iv) pay certain fees to the Escrow Agent for acting as escrow agent; and (vE) issue to the Placement Agent five (i) seven (7) year non-cashless exercised provisioned warrants (the "AGENT WARRANTSAgent Warrants") to purchase such number at an exercise price of shares of Common Stock (the "AGENT SHARES") as shall equal $1.00 per Share, ten (10%) percent of the aggregate number of (a) Shares sold included in the Offering, Units sold at each Closing; and (bF) Warrant Shares issuable upon exercise of the Warrants as of the Closing, at a per share exercise price equal pay to $2.50. The Company also agrees to pay the Placement Agent a Cash Fee upon its receipt of proceeds, if any, upon non-refundable $10,000 payment which will be used by the exercise of Placement Agent to pay certain expenses in connection with the Series A Warrants and Series B Warrants by PurchasersProposed Offering.

Expenses; Fees. Simultaneously with payment for and delivery of the B Shares and Warrants, Warrants at the Closing and the Option Closing Date, as the case may beeach Closing, the Company shall: (iA) pay to the Placement Agent a cash fee equal to ten eight (108%) percent of the aggregate purchase price of the Shares and Warrants as and when delivered by the Escrow Agent to the Purchasers Units sold (the "CASH FEECash Fee"); payment of which shall be made directly from the Escrow Account at each Closing; (iiB) pay to the Placement Agent a cash non-accountable expense allowance equal to one (1%) percent of the aggregate purchase price of the Units sold (the "Non-Accountable Fee"), payment of which shall be made directly from the Escrow Account at each Closing; (C) reimburse the Placement Agent for its actual out-of-pocket expenses incurred in connection with the Offering, including, without limitation, the reasonable fees and expenses of its legal head counsel, not to exceed legal fees the Placement Agent's due diligence investigation expenses, travel and mailing expenses, payment of $20,000which shall be made directly from the Escrow Account at each Closing; (iiiD) pay all expenses in connection with the qualification of the Transaction Securities Units under the blue sky laws of the states which the Placement Agent shall designate, including legal fees, filing fees and disbursements of Placement Agent's counsel in connection with such blue sky matters, payment of which shall be made directly from the Escrow Account at each Closing; (iv) pay certain fees to the Escrow Agent for acting as escrow agent; and (vE) issue to the Placement Agent (i) five (5) year non-cashless exercised provisioned common stock purchase warrants (the "AGENT WARRANTSAgent Warrants") to purchase such number at an exercise price of shares $1.25 per share of Common Stock (the "AGENT SHARES") as shall equal Stock, ten (10%) percent of the aggregate number of (a) Underlying Shares sold included in the Offering, Units sold at each Closing; and (bF) Warrant Shares issuable upon exercise of the Warrants as of the Closing, at a per share exercise price equal pay to $2.50. The Company also agrees to pay the Placement Agent in the future a Cash Fee upon its receipt five (5%) percent fee on the gross proceeds received by the Company from any future exercise by the Subscribers of proceedsthe Warrants, if any, upon the exercise of the Series A any Warrants and Series B Warrants by Purchasersare so exercised.

Expenses; Fees. Simultaneously with payment for and delivery of the Shares and Warrants, at the Closing and the Option Closing Date, as the case may beClosing, the Company shall: (i) pay to the Placement Agent a cash fee equal to ten eight (108%) percent of the aggregate purchase price of the Shares and Warrants as sold for the portion of the aggregate purchase price that is equal to or less than $5,000,000 and when delivered by six (6%) percent for the Escrow Agent to portion of the Purchasers aggregate purchase price (if any) that is in excess of $5,000,000 (the "CASH FEECash Fee"); (ii) reimburse the Placement Agent for its actual out-of-pocket expenses incurred in connection with the Offering, including, without limitation, the reasonable fees and expenses of its legal counsel, not to exceed legal fees of [$20,000________]; (iii) pay all expenses in connection with the qualification of the Transaction Securities under the blue sky laws of the states which the Placement Agent shall designate, including filing fees and disbursements in connection with such blue sky matters; (iv) pay certain fees to the Escrow Agent for acting as escrow agent; and (v) issue to the Placement Agent five year non-cashless exercised provisioned warrants (the "AGENT WARRANTSAgent Warrants") to purchase such number of shares of Common Stock (the "AGENT SHARESAgent Shares") as shall equal ten (10%) percent of the aggregate number of (a) Shares sold in the Offering, and (b) Warrant Shares issuable upon exercise of the Warrants as of the Closing, at a per share exercise price equal to $2.50the Per Share Purchase Price. The Company also agrees to pay the Placement Agent a Cash Fee upon its receipt of proceeds, if any, upon the with exercise of the Series A Warrants and Series B Warrants by Purchasers.

Expenses; Fees. Simultaneously with payment for and delivery of the A Shares and Warrants, Warrants at the Closing and the Option Closing Date, as the case may beeach Closing, the Company shall: (iA) pay to the Placement Agent a cash fee equal to ten eight (108%) percent of the aggregate purchase price of the Shares and Warrants as and when delivered by the Escrow Agent to the Purchasers Units sold (the "CASH FEECash Fee"); payment of which shall be made directly from the Escrow Account at each Closing; (iiB) pay to the Placement Agent a cash non-accountable expense allowance equal to one (1%) percent of the aggregate purchase price of the Units sold (the "Non-Accountable Fee"), payment of which shall be made directly from the Escrow Account at each Closing; (C) reimburse the Placement Agent for its actual out-of-pocket expenses incurred in connection with the Offering, including, without limitation, the reasonable fees and expenses of its legal counsel, not to exceed legal fees the Placement Agent's due diligence investigation expenses, travel and mailing expenses, payment of $20,000which shall be made directly from the Escrow Account at each Closing; (iiiD) pay all expenses in connection with the qualification of the Transaction Securities Units under the blue sky laws of the states which the Placement Agent shall designate, including legal fees, filing fees and disbursements of Placement Agent's counsel in connection with such blue sky matters, payment of which shall be made directly from the Escrow Account at each Closing; (iv) pay certain fees to the Escrow Agent for acting as escrow agent; and (vE) issue to the Placement Agent five (i) seven (7) year non-cashless exercised provisioned common stock purchase warrants (the "AGENT WARRANTSAgent Warrants") to purchase such number at an exercise price of shares $1.00 per share of Common Stock (the "AGENT SHARES") as shall equal Stock, ten (10%) percent of the aggregate number of (a) Underlying Shares sold included in the Offering, Units sold at each Closing; and (bF) Warrant Shares issuable upon exercise of the Warrants as of the Closing, at a per share exercise price equal pay to $2.50. The Company also agrees to pay the Placement Agent in the future a Cash Fee upon its receipt five (5%) percent fee on the gross proceeds received by the Company from any future exercise by the Subscribers of proceedsthe Warrants, if any, upon the exercise of the Series A any Warrants and Series B Warrants by Purchasersare so exercised.