Common use of Agreement to Act on a Best Efforts Basis Clause in Contracts

Agreement to Act on a Best Efforts Basis. (a) On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Underwriters agree to act on a best efforts, min/max basis only, in connection with the issuance and sale by the Company of the Shares to the Investors. Under no circumstances will the Underwriters be obligated to underwrite or purchase any of the Shares for their respective accounts or otherwise provide any financing. The Company has agreed that upon the Initial Closing and at each Subsequent Closing (as defined below) of the Offering, the Company shall: (y) pay the Underwriters a success fee, payable in cash, equal to seven percent (7%) of the aggregate gross proceeds received by the Company from such Closing (the “Success Fee”); and (z) issue to the Underwriters warrants, substantially in the form of Exhibit A hereto, equal to seven percent (7%) of the number of shares of Common Stock sold and issued in the Offering (the “Underwriters Warrants”), at an exercise price per share equal to one hundred percent (100%) of the price per Share as shown on the cover page of the Final Offering Circular (as defined below). Such warrant shall expire on the fifth anniversary of the Qualification Date (as defined below).

Agreement to Act on a Best Efforts Basis. (a) On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Underwriters agree to act as selling agents on a “best efforts, ,” min/max basis only, in connection with the issuance and sale by the Company of the Shares to the Investors. Under no circumstances will the Underwriters be obligated to underwrite or purchase any of the Shares for their respective accounts or otherwise provide any financing. The Company has agreed that upon the Initial Closing (as defined below) and at each Subsequent Closing (as defined below) of the Offering, the Company shall: (y) pay the Underwriters a success fee, payable in cash, equal to seven percent (7%) of the aggregate gross proceeds received by the Company from such Closing (the “Success Fee”); and (z) issue to the Underwriters warrants, substantially in the form of Exhibit A hereto, equal to seven percent (7%) of the number of shares of Common Stock sold and issued in the Offering (the “Underwriters Warrants”), at an exercise price per share equal to one hundred percent (100%) of the price per Share as shown on the cover page of the Final Offering Circular (as defined below). Such warrant Underwriters Warrants shall expire on the fifth (5th) anniversary of the Qualification Date (as defined below), as set forth in Section 2(d) below.