Common use of Fee Tail Clause in Contracts

Fee Tail. Provided that (x) an Offering is consummated during the Term for a minimum of $40 million through the sale of 8,000,000 of the Public Entity’s common stock (the “Minimum Offering”) or (y) the Placement Agents have arranged for qualified investors prepared to close on at least the Minimum Offering prior to the Initial Outside Date and this Agreement is thereafter terminated prior to the consummation of a Minimum Offering (a “Qualifying Termination”), the Placement Agents shall be entitled to a Financing Fee and Broker Warrants, calculated in the manner provided in Paragraph C, with respect to any subsequent private placement of equity or equity-linked securities (a “Subsequent Financing”), to the extent that the Subsequent Financing is provided to either the Company or the post-Merger Public Entity, or to any affiliate of either the Company or the post-Merger Public Entity, by investors whom the Placement Agents had “introduced” (as defined below), directly or indirectly, to the Company during the Term, if such Subsequent Financing is consummated at any time within the 90-day period following the closing of at least the Minimum Offering or the Qualifying Termination, as applicable (the “Tail Period”); provided, however, that if the Offerings consummated during the Term are for an aggregate amount of $60 million through the sale of no more than 12,000,000 shares of the Public Entity’s common stock, then the Tail Period shall be deemed to end upon the earlier of (i) 45 days after such closing date or (ii) 60 days after the initial closing date. A party “introduced” by the Placement Agents shall mean an investor who was identified by the Placement Agents and either (i) met with the Company and/or had a conversation with the Company either in person or via telephone regarding the Offering or (ii) was provided by the Placement Agents with a copy of the Company’s offering memorandum (or other materials prepared and/or approved by the Company in connection with the Offering) based upon such investor expressing a direct interest to the Placement Agents in investing in the Offering; and, in each instance, as listed on an Exhibit that the Placement Agents shall provide in writing to the Company within 10 days following the closing of at least the Minimum Offering or the Qualifying Termination, as applicable.