Fees Expenses Other Arrangements. A. Placement Agent’s Fee; Non-Accountable Expense Allowance. As compensation for services rendered, the Company shall pay to the Placement Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agent an amount (the “Placement Fee”) equal to 7.0% of the aggregate gross proceeds received by the Company from the sale of the Securities, at each Closing Date (as defined below); and the Company shall issue to the Placement Agent or its designees at the Closing one five-year warrant to purchase such number of Shares (as defined in Section 3) equal to 5.0% of the Shares sold in this Offering at an exercise price of $ [●] (110% of the price per Share) (the “Placement Agent Warrant” and together with the shares of Common Stock underlying the Placement Agent Warrant, the “Placement Agent Securities”). The Company will also pay to the Placement Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agent a non-accountable expense allowance equal to 0.75% of the aggregate gross proceeds received by the Company from the sale of the Securities, at each Closing.
Fees Expenses Other Arrangements. A. Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agent an amount (the “Placement Fee”) equal to six percent (6.0%) of the aggregate gross proceeds received by the Company from the sale of the Securities, at the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”), and three percent (3.0%) on all proceeds from officers and directors including any directed orders from the Company; and the Company shall issue to the Placement Agent or its designees at the Closing three-year warrants to purchase such number of Shares (as defined in Section 3) equal to 6.0% of the Securities sold in this Offering at an exercise price of 100% of the Purchase Price, which warrants shall be exercisable at any time beginning from the six month anniversary date of the Offering (the “Placement Agent Warrant” and together with the shares of Common Stock underlying the Placement Agent Warrant, the “Placement Agent Securities”). The Placement Agent’s Warrant will provide for a cashless exercise provision, registration rights (including a one-time demand registration right and unlimited piggyback rights) and customary anti-dilution provisions (for stock dividends and splits and recapitalizations).
Fees Expenses Other Arrangements
