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Long Form Investment Banking Agreement

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Agreement Between Company and Investment banker to raise debt or equity

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									INVESTMENT BANKING AGREEMENT

           Between


            and
                                      INVESTMENT BANKING AGREEMENT

                                                     TABLE OF CONTENTS

1. APPOINTMENT OF INVESTMENT BANKER ...................................................................................... 3
2. TERMS AND CONDITIONS OF INVESTMENT BANKER AS ADVISOR ................................................. 4
3. DUE DILIGENCE............................................................................................................................ 5
4. FINANCING PROPOSAL.................................................................................................................. 6
5. REMUNERATION: FEES AND EXPENSES ....................................................................................... 9
6. ADDITIONAL COMPENSATION ..................................................................................................... 13
7. TERM ......................................................................................................................................... 14
8. TERMINATION ............................................................................................................................ 14
9. LEGAL FEES ............................................................................................................................... 16
10. BOOKS AND RECORDS .............................................................................................................. 16
11. OBLIGATIONS OF THE COMPANY .............................................................................................. 16
12. CONFIDENTIAL INFORMATION .................................................................................................. 16
13. INDEMNIFICATION .................................................................................................................... 17
14. REPRESENTATIONS AND WARRANTIES ..................................................................................... 20
15. FURTHER COVENANTS ............................................................................................................. 24
16. REPRESENTATIONS AND WARRANTIES OF SSIC .......................................................................... 27
17. MISCELLANEOUS ...................................................................................................................... 29
18. SURVIVAL OF CLAUSES AFTER TERMINATION .......................................................................... 31
19. NOTICES ................................................................................................................................... 31
EXHIBIT “A”................................................................................................................................ 33
EXHIBIT “B” ................................................................................................................................ 39
EXHIBIT “C” ................................................................................................................................ 40
EXHIBIT “D”................................................................................................................................ 47
EXHIBIT “E” ................................................................................................................................ 48
EXHIBIT “F” ................................................................................................................................ 49
EXHIBIT “G”................................................................................................................................ 50
EXHIBIT “H”................................................................................................................................ 51
EXHIBIT “I” ................................................................................................................................. 54
EXHIBIT “A” (OF EXHIBIT J) .................................................................................................... 57
EXHIBIT “J” ................................................................................................................................. 58
EXHIBIT “K”................................................................................................................................ 59




                                                                         2
                              INVESTMENT BANKING AGREEMENT


                                                       (“Investment Banker”) confirms that, subject
to the terms and conditions set forth below, it will act as the sole and exclusive agent for
                                (the “Company”) in connection with an offering primarily to
institutional and other sophisticated investors in Europe or elsewhere (such offering referred to
herein as the “Offering” or “Private Placement”) of Shares, Convertible Notes, Warrants, and
other instruments (“Shares”). The Shares shall have terms initially as set forth in Section 4 and
Exhibit “A” attached hereto. Investment Banker will use its reasonable best efforts to secure
purchasers for Shares of the Company.


1. APPOINTMENT OF INVESTMENT BANKER

   (a) The Company hereby appoints Investment Banker (hereafter “Investment Banker” or
       “Investment Banker”), as its exclusive representative as a referral for sources of the type
       of funding described in Section 1(b) (unless otherwise mutually agreed upon in writing by
       both parties in Exhibit D). The Investment Banker hereby accepts such appointment and
       renders services upon and according to the terms and conditions hereinafter set forth.

   (b) Investment Banker will act as the Company‟s exclusive agent (except where mutually
       designated as non-exclusive) for all matters related to the raising of equity and
       convertible or subordinated debt capital for the Company in an amount to be agreed upon,
       except as set forth in Exhibit D, where such capital is provided to the Company in
       connection with any one or more of the following: (i) the issuance or sale of any equity
       security of the Company, except additional issuances to persons who are investors in the
       Company prior to the effective date of this Agreement and as excepted; (ii) the issuance
       of any subordinated or convertible debt instrument of the Company; (iii) the issuance or
       sale of any hybrid or other security of the Company; (iv) the formation of any cooperative
       or collaborative arrangement between or among the Company and one or more other
       persons introduced by Investment Banker, including without limitation any joint venture,
       corporate partnership, strategic alliance, research and development agreement, joint
       marketing agreement, or distribution agreement (“Corporate Collaborations”); or similar
       transactions. Each of the foregoing transactions is referred to as a “Transaction”.

   (c) Investment Banker shall have the right to appoint, with prior notice to, and the approval
       of, the Company, at Investment Banker‟s sole cost and expense, one or more additional
       placement agents to assist in the Offering. Investment Banker shall evidence in writing
       such obligation in any agreement it shall have with such Company approved additional
       placement agents.




                                                 3
   (d) The Company hereby appoints Investment Banker as the Placement Agent (the
       “Placement Agent”) to act as its exclusive agent in connection with the Transactions,
       except as set forth in 1(b) above. The Company will not make, or permit to be made, any
       offers or sales in connection with the Transactions other than through the Placement
       Agent without its prior written consent during the term of the agreement.

   (e) The Company will cause to be delivered to the Placement Agent copies of its Offering
       Memorandum (“Memorandum”) to be used for the purposes of effectuating the
       Transactions and has consented, and hereby consents, to the use of such copies for the
       purposes permitted by the applicable securities laws, and hereby authorizes the Placement
       Agent to use the Memorandum in connection with the Transactions until the Termination
       Date (as defined in Section 7 and 8 herein), and no person other than the Placement
       Agent is or will be authorized to give any information or make any representations other
       than those contained in the Memorandum and Addenda or to use any offering materials
       other than those contained in the Memorandum or other materials approved by the
       Company in connection with the Transactions.

   (f) Investment Banker will use its reasonable best efforts to secure purchasers for shares of
       the Company. There are two primary types of investment banking underwriting
       relationships: “best-efforts” and “firm underwriting”. In a firm underwriting agreement,
       the Investment Banker (“IB”) presents a payment to the Company issuing shares and then,
       in effect, resells the shares. This type of underwriting is a testament to the importance
       and/or value of the Company and indicates little risk to the IB. By way of contrast, when
       an IB uses its “best efforts”, the issuing company, not the IB, bears the total risk that the
       shares may not sell in full or in any amount. If the placement is in conjunction with an
       escrow, the escrow may not close or an “all or none” provision may prevent
       consummation of the transaction. This transaction is a “best efforts” transaction with the
       financing and may not be completed in full or in any part. The IB assumes no
       responsibility in any manner whatsoever in regard to placing all or any portion of this
       transaction, or purchasing for its own account any of the shares thereby offered.

2. TERMS AND CONDITIONS OF INVESTMENT BANKER AS ADVISOR

   (a) Scope: Investment Banker will assist the Company in structuring and carrying out the
       Private Placement and Transactions.

          (i) The Company engages Investment Banker as its exclusive consultant to provide
              consultation to the Company so as to assist the Company in consummating the
              Transactions which will include consulting with the Company with respect to
              contacting and negotiating with lenders, investors, purchasers and merger
              partners (individually or collectively “Financing Sources”) and, as appropriate,
              consulting with the Company with respect to the Company‟s procuring from
              Financing Sources acceptable to the Company, one or more commitments
              (“Commitment(s)”) for financing consisting of equity, senior secured debt,




                                                 4
               working capital debt, revolving credit facilities, factoring facilities, credit
               enhancement facilities, loan guarantees, subordinated debt, financial assistance
               from a development corporation or any combination thereof and in such amount
               as the Company agrees will accomplish the Transactions. From time to time
               during the term of this Agreement, Investment Banker may prepare a list of
               potential Financing Sources and submit such list(s) to the Company for approval.
               All such potential Financing Sources identified by Investment Banker for the
               Company shall for purposes of this Agreement be “Approved Financing
               Sources.”

           (ii) The Company also engages Investment Banker as its exclusive consultant to
                provide consulting, strategic planning and financial advisory services as needed
                for the Transactions such as consulting with the Company with respect to
                contacting Approved Financing Sources, follow-up as needed to answer
                questions and advance proposals, prepare needed materials including business
                plans, develop alternative proposals, negotiate with Approved Financing Sources,
                all as may be agreed upon by the Company as being necessary or appropriate to
                maximize the financial and strategic gain to the Company with respect to the
                Transactions. Except with the written approval of Investment Banker, any
                materials prepared by Investment Banker shall not be utilized by the Company
                with Financing Sources other than Approved Financing Sources.

           (iii) Investment Banker accepts its exclusive consulting engagement under
                 subparagraphs (a) and (b) above and agrees to use its best efforts to perform the
                 services described in subparagraphs (a) and (b) above. In carrying out its
                 obligations under this Agreement, Investment Banker will exercise good faith
                 and effort to insure that the reputation of the Company is not diminished.

           (iv) Investment Banker will provide (if necessary) documentation such as
                Subscription Agreements, Purchase Documents, and Warrant Forms, on an as
                needed basis to the Company in connection with the Private Placement.
                Investment Banker may provide, with the Company‟s agreement and approval, an
                Offering Memorandum for the Company‟s use.

The Company shall have no obligation to undertake any Transaction (including, without
limitation, the Private Placement).

3. DUE DILIGENCE
Upon Investment Banker‟s execution of the Company‟s Confidentiality Agreement and/or, at the
Company‟s option, the Confidentiality Agreement in Exhibit “I,” the Company will permit
Investment Banker to conduct such due diligence as Investment Banker may deem appropriate
for the preparation of any agreed upon documents, including the provision to ask for a legal
opinion on relevant matters by the Company‟s legal counsel and an auditor‟s Certificate from the
Company‟s auditors.




                                                5
4. FINANCING PROPOSAL

The specific financing proposal is as follows:

1.     Investment Banker will be designated by the Company as the exclusive Investment
       Banker for funding the company. This does not preclude relationships with other
       syndicators of finders or investors on a case by case basis and as mutually agreed upon by
       Investment Banker and the Company.

Investment Banker will initially raise up to $3,000,000 for the Company. The timing will be
       over a 30-90 day period from completion of documents. There will be no escrow. A
       subsequent funding of $3.0 MM will also be done, which is outlined below. The amount
       of funds accepted by the Company is at their sole option.


                    Private Placement Term Sheet for Bridge Transaction:
                         Convertible Notes with Detachable Warrants

Principal                 Up to $                             with any amount over $
                               at the Company‟s option. Initial Notes issued in a minimum of
                          $25,000 increments.
Term                      .
Minimum Investment:      $25,000 in Notes unless waived by the Company.
Interest                  Seven and one quarter (7.25%) per annum. No conversion of interest.
                          No prepayment penalty.
Conversion                (i) $        of principal (or “as adjusted”) will convert to one Common
                          Share. “As adjusted” shall mean either $1.00 or any share price at
                          which equity or debt conversion into equity or warrants are issued
                          subsequent to this Financing in the First Round, whichever is lower
                          prior to conversion. $              converts into          common
                          shares.
                          (ii) Conversion rights expire upon 30 days after the call of the Note.
Automatic Payment         Close of a Series B Round or IPO, whichever occurs first.
Subordination             None.
Attached Warrants         For                  Common Shares. Each $                 of    principal
                          amount of the Note issued will have                 Detachable Warrants
                          attached.
Exercise Price            $0. or as adjusted above.
Expiration Date                       or an IPO if earlier.




                                                 6
5. The structure of the first round transaction (the “First Round Transaction”) is as follows:
        (a)    Investors’ Group:        Purchases              Series A Convertible (1-1)
               Preferred Shares for $                          at $1.00 per share.
        (b)    Investment Bankers: Investment Bankers issued a five year Series A Warrant on
               300,000 Common Shares at $1.25 per share for the First Round. The warrants are
               issued pro rata in connection with the completion of the Series A financing
               contemplated. Warrants in the amount of 700,000 at $0.65 per share for 5 years
               will be issued at the completion of the Bridge, and 200,000 upon signing of the
               Investment Banking Agreement (the “IBA”).




6.     The initial outline is as follows:
       Prior to Close of the Bridge Round: Pre-Money Valuation is $.
       Upon Close of the Bridge Round: Post-Money Valuation is $

 Entity                          Shares     Percent        Price Paid         Percent Cost per Share




9.     The other requirements would be as follows:

          (a)   Investment Banker retains an option of designating two seats on the initial five
                person Board of Directors, one will have financial expertise and one industry
                expertise. The Board members will receive standard remuneration for this type of
                venture. The Board will be increased as appropriate. The initial members are.

          (b)   The Investor Group has the right to nominate one seat on the Board of Directors,
                upon close of the Bridge Round. If they decline, Investment Banker would have
                the right to nominate on their behalf. These nominees will be mutually agreeable
                to the Fox.

          (c)   Investment Banker would have the right of first refusal to purchase and/or place
                all future private placements prior to the Initial Public Offering (if any) or sale of
                the Company for a period of five years (which ever occurs first) on terms
                satisfactory to the Company, subject to all of the investors‟ right to purchase their
                pro rata share of securities in order to maintain their percentage ownership
                interests.




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         (d) The objective of this Financing and the changes within the Company is to position
             the Company to be the dominant force in its industry via internal growth and
             acquisitions.

         (e) Standard registration rights for the new Series A, B, and C investors (attached as
             Exhibit A).


         (f)   Expenses (up to $            ) covered out of funds raised by            ; but a
               $              engagement/due diligence fee upon signing the Investment
               Banking Agreement (“IBA”). The initial portion of the IBA fee is subtracted from
               any future fee payments due in accordance with Section 5(a) of the IBA. The fee
               would be paid upon a letter agreement as to the Terms of this letter. The
               Investment Banking Agreement would be prepared within 5 days of the Letter
               Agreement. .

         (g)   Legal counsel, patent counsel, and auditors will be mutually agreed upon by
                                                    . This would occur prior to the placement at
               Investment Banker‟s option.

         (h)   With reference to liquidity issues for shareholders it is mutually agreed that in the
               event an IPO is not contemplated within 5 years that the Company will provide
               a form of liquidity programs to return capital and profits to the investors through a
               sale of assets, dividend declaration, share repurchase program, etc.

The closing of the Private Placement (the”Closing”) may occur in one or more tranches at which
varying amounts of Shares may be sold.




                                                 8
                                 Term Sheet Private Placement
                 Series A Shares Upon Completion of Financing of First Round

Shares Offered                                 Series A Convertible Preferred Shares

Placement Amount                                      $

Placement Price Per Share                             $

Minimum Investment Multiple                           $

Common Shares Outstanding Prior to Placement

Series A Shares Initial Placement

Common Shares Outstanding Fully Diluted
  After Initial Placement of Series A Shares


5. REMUNERATION: FEES AND EXPENSES

In the event that any agreement concerning any Transaction shall be concluded between the
Company and any third party due to the services of the Investment Banker or its designees during
the term of this agreement or its subsequent renewal period or subsequent to the expiration of the
Agreement, the Company shall pay to the Investment Banker‟s or its designees the following
remuneration, where applicable, including such exceptions or addenda as are contained in
Exhibit “C”:

       (a) Cash Remuneration: In the event funds, in any form, are advanced to the Company
       in connection with the Transactions, the following fees will be paid by wire immediately
       upon receipt of full or partial funds by the Company (unless otherwise stipulated):

Ten percent (10%) of funds received in connection with this Agreement, the Private Placement
and the Transactions, unless otherwise stipulated in writing between the Company and
Investment Banker in Exhibit C and Section 4. This applies to the equity transactions. The
consulting/engagement/due diligence/ documentation cash fee paid under 5(d) at the time of the
signing of this Agreement (or prior to) shall be subtracted from this amount from the last twenty-
five percent (25%) of the funds raised under this Agreement or upon close of the Transaction.




                                                  9
       (b) Warrants to Investment Banker: The number of warrants for common shares issued
       to Investment Banker (the “Placement Agent‟s Warrants”) will be adjusted to reflect the
       actual monies committed based on the following formula (unless otherwise stipulated in
       the Agreement in Section 4 or in Exhibit “C”) (does not include Financing Warrants
       stipulated in the Agreement as per section 6):



* This shall be equal to the warrants agreed upon. (The number of warrants to be issued is five
     percent (5%) of the number of shares issued unless otherwise stipulated in Exhibit C and
     Section 4). Expiration is five years from the date of issuance of the shares or as stipulated
     below.

** The amount to be funded is for each Round.

Note: The warrant price to Investment Banker will be as agreed upon in this Agreement in
     Section 4 or 125.0% of investor‟s share price (if not specified in Section 4).

Warrants shall be issued as each tranche of the Transaction occurs in an amount pro rata to
     the proportion that the gross proceeds raised at such tranche bear to the total tranche of the
     Transaction.

 The Agent‟s Warrants shall be exercisable until the later of the date five years after the date of
    the Closing of the Transaction giving rise to the issuance of the warrants or the date which
    is three (3) years after the closing date of the initial public offering of the Company‟s
    securities within such five year period after the date of the issuance of the warrants (the
    “Warrant Exercise Term”). If the Company at any time has any securities registered under
    the Act or the Securities Exchange Act of 1934 (the “1934 Act”), the Company agrees to
    register the Agent‟s Securities promptly on two separate occasions, at the request of the
    holders of a majority of the Placement Agent‟s Securities made at any time during the
    Warrant Exercise Term. The Company shall pay all expenses, other than underwriters‟
    discounts and commissions, relating to registering the Placement Agent‟s Securities
    covered by the first request, and the holder(s) of such Placement Agent‟s Securities shall
    pay all reasonable registration expenses arising from the second registration. Prior to the
    issuance of the warrants, the Company and Placement Agent shall enter into a warrant
    agreement (the “Placement Agent”) which shall contain such terms and other customary
    provisions including piggyback registration rights and anti-dilution provisions in form and
    substance satisfactory to the Placement Agent and the Company.

   (c) Expenses:

           (i)   All reasonable expenses actually incurred by Investment Banker, including
                 without limitation telephone and communication expense, copies at cost, travel,
                 professional fees including attorneys and accountants, courier and messenger




                                                10
       expense, shall be billable to the Company with supporting receipts or other
       documentation and shall be paid by the Company to Investment Banker only
       from the proceeds of the sale of any securities or its proxy pursuant to this
       Agreement. The Company‟s obligation for these expenses in connection with
       the transactions described in Section 4 shall be limited to $50,000, paid out of
       the funds Investment Banker raises under this Agreement, and paid within 10
       days of receipt of the expense invoices. Investment Banker may require the
       Company to open accounts at mutually agreed upon copying services and
       courier services in connection with documentation preparation and delivery of
       Offering documentation and other documents in connection with the Offering.

       Nothing in this Section 5(c) shall limit or prohibit the Company and Investment
       Banker from agreeing in writing on reimbursement by the Company to
       Investment Banker of certain other expenses outside of the limitations contained
       in this Section 5. Expenses incurred by Investment Banker in connection with
       any other Transactions shall be billed in the same fashion and paid in
       accordance with Section 5(f). Expense limitations are specified in Exhibit “D.”
       Company shall pay all consulting expenses as named.

(ii)   The Company will bear its own expenses and legal fees in respect to the
       transaction. It will also pay investors legal expenses, if requested in writing, up
       to a cumulative maximum aggregate amount of $15,000 for each of Round One
       and Round Two upon close. Payments will be made pro rata to those investors
       so requesting this expense; however, Investment Banker waives all payments to
       it for this transaction.

(iii) In the event a transaction specified in Section 4 is consummated in full and, if
      requested in writing by investors, the Company shall pay up to an aggregate of
      $25,000 to cover costs of external consulting due diligence on the Company‟s
      technologies and commercial plans. External consulting is defined as
      consulting services specifically retained in connection with the Section 4
      transaction that are not internal to any investors administrative costs of their
      investment portfolio (if any). The Company will be provided with the work
      product of the Consultant.

(iv) The Company shall pay its normal Board remuneration to Investment Banker
     and the Investor‟s Board of Director‟s nominees (if any). This will include fees
     (if any) and all expenses (including travel) in connection with Board of
     Directors‟ meetings and the relevant obligations. If such fees are below industry
     norms, Investment Banker has the right to dictate alternate terms tied to industry
     norms.

 (v) Expenses incurred prior to the issue of each tranche of the Transaction shall be
     reimbursed at the time of receipt of such funds by the Company for such tranche




                                      11
             of the Closing. Expenses incurred after the Closing shall be agreed between
             Investment Banker and the Company, acting reasonably, and reimbursed
             forthwith following the delivery to the Company of accounts in respect thereof.

(d) Investment Banking Fee: The Company shall pay the Investment Banker a Consulting
    Fee of US $             (under Section 5 (a) and Exhibit C) payable upon the signing of
    this Agreement between Investment Banker and the Company, for an engagement
    retainer, due diligence and offering preparation. Such cash fee shall be credited against
    any fees payable in accordance with Section 5(a).

Liability for Fees Earned: The Company shall be liable for all remuneration as calculated
   under this Agreement due the Investment Banker by virtue of its introductions to the
   Company of Investors (“Introduced Investors” as defined in (i) below) who have or have
   not (i) executed Investment Banker‟s Confidentiality Agreement after the effective date of
   the Agreement in connection with the Transactions described in this Agreement hereto or
   in any other transaction for which the Company engages Investment Banker or (ii) in
   those instances where an Introduced Investor fails or refuses to execute Investment
   Banker‟s Confidentiality Agreement, upon a showing by Investment Banker of adequate
   documentary evidence to substantiate its claim that the Person for whom remuneration is
   sought was in fact introduced to the Company by Investment Banker and not from some
   other source. The Company‟s obligation under this Section 5(e) shall be limited to
   Transactions for which commitments for closing occurs on or before that date which is
   forty-eight months (48) months after the effective date of termination. Nothing in this
   Section 5(e) shall entitle Investment Banker to compensation for any additional
   investment by any Person who had invested in the Company prior to the effective date of
   this Agreement unless subject to the exceptions in this Agreement. This limitation shall
   apply to remuneration under this Section 5(e) only and shall not affect the right of
   Investment Banker to remuneration during the Term of this Agreement under Section
   5(i).

(e) Timing of Payments: All sums due and payable under this Agreement due to Investment
    Banker shall be paid (i) in the case of fees and expenses incurred in connection with any
    Transaction described in this Agreement, upon receipt of unencumbered funds by the
    Company from the funding of Transactions and (ii) in the case of any other Transaction,
    including fee for service based consulting and expenses, within 10 days of the Company‟s
    receipt of Investment Banker‟s written invoice for fees and expenses.

All fees payable under this Agreement shall be payable by Federal Funds Bank Wire, unless
    specifically exempted by Investment Banker in writing, to the account specified in
    Exhibit “B.”

(f) Applicable Fees and Fee Sharing: In the event the Company receives funds from others
    or via its own efforts or those of others during the term of this Agreement due to the
    closing of a Transaction, the above fees shall still be charged by Investment Banker




                                           12
       unless Investment Banker specifically declines to do so in writing or is listed on Exhibit
       “C,” or as amended. Investment Banker is free to negotiate fee sharing arrangements
       with any party at its sole discretion in connection with the funding contemplated.

   (g) Additional Consulting Fees: Upon completion of the funding, Investment Banker may
       receive Consulting Fees in the future, as mutually agreed upon between Investment
       Banker and the Company from time to time.

   (h) Fee Application: The foregoing cash compensation and warrants shall be due and
       payable to Investment Banker in connection with any Transaction completed within the
       Term, regardless of whether such Transaction included an Introduced Investor, unless
       otherwise stipulated in writing or identified in Exhibit “C” and as limited therein. For the
       purposes of this Agreement, an Introduced Investor shall mean any Person or Entity that
       invests in the Company in connection with a Transaction and who was: (i) introduced to
       the Company by Investment Banker; (ii) introduced to the Company by a Person who was
       introduced to the Company by Investment Banker; (iii) an Affiliate or an Associate of any
       of the foregoing; or (iv) any Person who approached the Company during the Term of this
       Agreement, or who invests in the Company during the term of this Agreement who has
       not previously invested in the Company.

       An “Affiliate” means a Person who is controlled by, controls, or is under common control
       with another Person.

       An “Associate” means any Person who is related to any other Person or any entity in
       which the relevant Person owns at least a ten percent or more equity interest or is an
       executive officer or general partner thereof.

       A “Person” means any individual, corporation, trust, partnership, governmental unit, joint
       venture or other entity.

   (i) Outstanding Warrants: The foregoing cash and warrant remuneration shall be applicable
       to all shares and warrants and convertible debt issued during the Term of this Agreement
       or under Section 5(e). In particular, remuneration will be due in the event any warrants so
       issued are exercised or convertible debt is converted by the investors owing such warrants
       and convertible debt within the Term or within the time period of Section 5(e) or outside
       of the such periods in the event the warrant expiration date and convertible debt
       conversion expiration date is beyond the applicable periods of the Term or Section 5(e).
       In the event a convertible debt is converted to shares, the applicable fee is charged, less
       any fee previously charged in connection with the placement of the debt so converted.
       These fee obligations survive the Term of this Agreement.

6. ADDITIONAL COMPENSATION
    (a) Warrants. As additional compensation for Investment Banker‟s services provided
        hereunder, the Company shall issue to Investment Banker, or its designees, an aggregate
        number of 0 warrants exercisable to purchase an equal number of Convertible Preferred




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       Shares (the “Financing Warrants”), upon the completion of the First Private Placement
       Transaction occurring. These are Financing Warrants and not Placement Agent Warrants.
       See Section 4 / Exhibit A.

   (b) Right of First-Refusal to Place Future Placements. Investment Banker will have a right-
       of-first refusal to act as the Company‟s Placement Agent to purchase or to place any
       future private placements of the Company‟s securities which occur prior to an IPO or sale
       of substantially all of the assets of the Company. The terms of any such future private
       placement shall be as determined by the Company and approved by its Board of
       Directors, and the basis of Investment Banker‟s fees for acting as agent in any such
       private placement shall be substantially eq
								
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