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 basis, 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. Upon entry into that Engagement Agreement the Company paid Boustead an advisory fee, in cash, of $25,000 (the "Advisory Fee"). In addition to and excluding the Advisory Fee, upon the Closing (as defined below) of the Offering, the Company shall (x) pay the Underwriters a success fee, payable in cash, equal to (i) eight percent (8%) of the aggregate gross proceeds received by the Company from such Closing, except that with respect to any equity capital raised from any of the parties listed on Schedule B hereto, the success fee shall be equal to four percent (4%) of the gross proceeds received by the Company (the "Success Fee") and (y) issue to Boustead a warrant, with a cashless exercise provision substantially in the form of Exhibit A hereto, equal to six percent (6%) of the gross proceeds (the "Boustead Warrant") received by the Company in the Offering, at an exercise price per share equal to one hundred fifty percent (150%) of the price per Share as shown on the cover page of the Final Offering Circular (as defined below). Such warrants shall expire on the third anniversary of the Qualification Date.