Common use of Placement Agents Clause in Contracts

Placement Agents. The Benchmark Company, LLC, Seaport Global Securities LLC, Network 1 Financial Services, Inc., PHX Financial, Inc. (d/b/a Phoenix Financial Services) and Dinosaur Financial Group, LLC (each, a “Placement Agent” and, together, the “Placement Agents”), each a U.S.-registered broker-dealer, have been engaged by the Company as placement agents, on a reasonable “best-efforts” basis, for the Offering. The Placement Agents for the Offering (a) will be paid a total cash commission equal to eight percent (8.0%) of the aggregate Purchase Price paid by the Purchaser and all Other Purchasers in the Offering or four percent (4.0%) in the case of any Shares purchased in the Offering by pre-Merger shareholders of the Company or existing officers, directors, or securityholders of Matternet or their friends and family (“Existing Investors”) (such cash commission, the “Cash Fee”) and (b) will receive at each applicable Closing warrants to purchase a total number of shares of Common Stock equal to eight percent (8.0%) of the number of shares of Common Stock sold in the Offering other than any sold to Existing Investors, with a term ending on the earlier of the fifth (5th) anniversary of the date of issuance and three (3) years after the Common Stock is first listed on an Exchange, with an exercise price of $3.00 per share (the “Placement Agent Warrants”). The Placement Agent Warrants will have an option for cashless (net) exercise at any time after the Registration Effectiveness Deadline (as defined in the Registration Rights Agreement) when there is no effective registration statement registering, or such registration statement is not available for, the resale of the shares issuable upon exercise of the Placement Agent Warrants. Notwithstanding the foregoing, the Placement Agents will be paid a cash fee equal to two percent (2.0%) of the aggregate Purchase Price paid if the Purchaser or Other Purchaser is one of certain identified entities or individuals agreed with the Placement Agents, and any other third-party placement agents will be paid a cash fee equal to six percent (6%) of such aggregate Purchase Price, but none of the Placement Agents or any other third-party placement agent will receive any Placement Agent Warrants or other warrants with respect to such Purchaser or Other Purchaser. Each of the Placement Agent Warrants shall be transferable by the holder thereof only to an affiliate of the initial holder thereof unless at the time of transfer the Common Stock is then listed on a national securities exchange. Subject to the terms of the Placement Agent agreements and the right of Matternet to consent to the appointment of any sub-agent, any sub-agent of a Placement Agent that introduces new investors to the Offering will be entitled to share in the Cash Fee and Placement Agent Warrants, as applicable, attributable to those investors that would otherwise be payable to such Placement Agent pursuant to the terms of an executed sub-agent agreement with such Placement Agent, which Cash Fee shall be payable to such sub-agent by the Placement Agent and such Placement Agent shall provide the Company with customary transfer documentation with respect to the Placement Agent Warrant to be transferred to such sub-agent. The Company has agreed to pay certain other expenses of the Placement Agents, including the reasonable and documented out-of-pocket fees and expenses of their counsel, in connection with the Offering. For the avoidance of doubt, no Cash Fee will be paid and no Placement Agent Warrants will be issuable in respect of the issuance of shares of Common Stock upon the conversion of the Bridge Notes.

Placement Agents. The Benchmark Company, LLC and Seaport Global Securities LLC (together, the “Lead Placement Agents”), Network 1 Financial Securities, Inc. and PHX Financial, Inc., d/b/a Phoenix Financial Services (each of The Benchmark Company, LLC, Seaport Global Securities LLC, Network 1 Financial ServicesSecurities, Inc., and PHX Financial, Inc. (Inc., d/b/a Phoenix Financial Services) and Dinosaur Financial Group, LLC (each, a “Placement Agent” and, togetherand collectively, the “Placement Agents”), each a U.S.-registered broker-dealer, have been engaged by the Company as placement agents, on a reasonable “best-best efforts” basis, for the Offering. The Placement Agents for the Offering (a) will be paid at the Closing from the Offering proceeds a total cash commission equal to eight of (i) seven percent (8.07.0%) of the aggregate Purchase Price paid by the Purchaser, but only if the Purchaser was introduced by the Placement Agents, and the aggregate purchase price paid by all Other Purchasers in the Offering or introduced by the Placement Agents and (ii) four percent (4.0%) in of the case aggregate Purchase Price paid by the Purchaser, but only if the Purchaser is a securityholder of any Shares purchased record of the Company prior to December 23, 2025, and the aggregate purchase price paid by all Other Purchasers in the Offering by pre-Merger shareholders who are securityholders of record of the Company or existing officersprior to December 23, directors, or securityholders of Matternet or their friends and family 2025 at the Closing (“Existing Investors”) (such cash commission, the “Cash Fee”) and (b) will receive at each applicable the Closing warrants to purchase a total number of shares of Common Stock equal to eight (i) four percent (8.04.0%) of the aggregate number of shares of Common Stock sold in the Offering other than any to the Purchaser and all Other Purchasers, excluding Purchasers who are Company securityholders of record prior to December 23, 2025, and (ii) two percent (2.0%) of the aggregate number of shares of Common Stock sold in the Offering to Existing InvestorsCompany securityholders of record prior to December 23, 2025, with a term ending expiring on the earlier of (i) the fifth (5th) anniversary of the date of issuance of such warrants and three (3ii) years after the Common third (3rd) anniversary of the date the Company’s securities first become listed for trading on the Nasdaq or the New York Stock is first listed on an Exchange, with and an exercise price of $3.00 15.00 per share (the “Placement Agent Warrants”). The Placement Agent Warrants will have an option for cashless (net) exercise at any time after the Registration Effectiveness Deadline (as defined in the Registration Rights Agreement) when there is no effective registration statement registering, or such registration statement is not available for, the resale of the shares issuable upon exercise of the Placement Agent Warrants. Notwithstanding the foregoing, the Placement Agents will be paid a cash fee equal to two percent (2.0%) of the aggregate Purchase Price paid if the Purchaser or Other Purchaser is one of certain identified entities or individuals agreed with the Placement Agents, and any other third-party placement agents will be paid a cash fee equal to six percent (6%) of such aggregate Purchase Price, but none of the Placement Agents or any other third-party placement agent will receive any Placement Agent Warrants or other warrants with respect to such Purchaser or Other Purchaser. Each of the Placement Agent Warrants shall be transferable by the holder thereof only to an affiliate of the initial holder thereof unless at the time of transfer the Common Stock is then listed on a national securities exchange. Subject to the terms of the Placement Agent agreements and the right of Matternet to consent to the appointment of any sub-agent, any Any sub-agent of a Placement Agent that introduces new investors to the Offering will be entitled to share in the Cash Fee and Placement Agent Warrants, as applicable, Warrants attributable to those investors that would otherwise be payable to such Placement Agent pursuant to the terms of an executed sub-agent agreement with such Placement Agent, which Cash Fee shall be payable to such sub-agent by the Placement Agent and such Placement Agent shall provide the Company with customary transfer documentation with respect to the Placement Agent Warrant to be transferred to such sub-agent. The Company has agreed to pay certain other expenses of the Placement Agents, including the reasonable and documented out-of-pocket fees and expenses of their counsel, in connection with the Offering. For the avoidance of doubt, no Cash Fee will be paid and no Placement Agent Warrants will be issuable in respect of the issuance of shares of Common Stock upon the acceleration and vesting of options to acquire Company shares or the conversion or exchange of the Bridge NotesCompany convertible securities that may be outstanding, if any, the proceeds of which will be included in the gross proceeds of the Offering.

Placement Agents. The Benchmark Company, LLC, Seaport Global Securities LLC, Network 1 Financial Services, Inc., PHX Financial▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. (d/b/a Phoenix Financial Services) “▇▇▇▇▇▇▇ ▇▇▇▇▇”), Wedbush Securities Inc. and Dinosaur Financial Group▇▇▇▇▇▇▇ & Co., LLC (eachtogether, “Wedbush,” each of Wedbush and ▇▇▇▇▇▇▇ ▇▇▇▇▇ a “Lead Placement Agent” and together the “Lead Placement Agents”) and Aegis Capital Corp. (“Aegis” or “Co-Placement Agent”; each of ▇▇▇▇▇▇▇ ▇▇▇▇▇, Wedbush and Aegis, a “Placement Agent” and, together, and together the “Placement Agents”), each a U.S.-registered broker-dealer, have been engaged by the Company as the Company’s placement agents, on a reasonable “best-best efforts” basis, for the Offering. The Lead Placement Agents for the Offering (a) with respect to the sale of Shares to the Insider Investors, will be paid at each Closing from the Offering proceeds a total cash commission equal of four percent (4.0%) of the gross Purchase Price paid by the Insider Investors, (b) with respect to the sale of Shares to the Lomond Investors, will be paid at each Closing from the Offering proceeds a total cash commission of six percent (6.0%) of the gross Purchase Price paid by the Lomond Investors, and (c) with respect to the sale of Shares to all other Purchasers resulting from the efforts of the Lead Placement Agents (for clarity, other than Co-Placement Agent Investors, as defined below), will be (x) paid at each Closing from the Offering proceeds a total cash commission of eight percent (8.0%) of the aggregate gross Purchase Price paid by the Purchaser and all Other Purchasers in the Offering or four percent (4.0%) in the case of any Shares purchased in the Offering by pre-Merger shareholders of the Company or existing officerssuch other Purchasers, directors, or securityholders of Matternet or their friends and family (“Existing Investors”) (such cash commission, the “Cash Fee”) and (by) will receive at each applicable Closing warrants to purchase a total number of shares of Common Stock equal to eight percent (8.0%) of the number of shares of Common Stock sold in the Offering to such other than any Purchasers, with a term expiring four (4) years after the Initial Closing Date and an exercise price of $4.00 per share (the “Lead Placement Agent Warrants”) (the fees payable pursuant to clauses (a), (b), and (c), the “Lead Placement Agent Offering Fee”). The Co-Placement Agent, with respect to the sale of Shares to Purchasers as a result of the efforts of the Co-Placement Agent (the “Co-Placement Agent Investors”), will be (x) paid at each Closing from the Offering proceeds a total cash commission of eight percent (8.0%) of the gross Purchase Price paid by the Co-Placement Agent Investors, and (y) will receive warrants to purchase a total number of shares of Common Stock equal to eight percent (8.0%) of the number of shares of Common Stock sold in the Offering to Existing by the Co-Placement Agent Investors, with a term ending on the earlier of the fifth expiring four (5th) anniversary of the date of issuance and three (34) years after the Common Stock is first listed on an Exchange, with Initial Closing Date and an exercise price of $3.00 4.00 per share (the “Co-Placement Agent Warrants”, and together with the Lead Placement Agent Warrants, the “Placement Agent Warrants”) (such fees payable to the Co-Placement Agent, the “Co-Placement Agent Offering Fee”, and together with the Lead Placement Agent Offering Fee, the “Offering Fees”). The For the avoidance of doubt, (i) in no event shall both the Lead Placement Agents and the Co-Placement Agent Warrants will have an option for cashless receive any payment or other consideration (netin cash, warrants or otherwise) exercise at any time after the Registration Effectiveness Deadline (as defined in the Registration Rights Agreement) when there is no effective registration statement registering, or such registration statement is not available for, the resale respect of the shares issuable upon exercise same sale of Shares to any Purchaser, and (ii) the total consideration payable to each of the Placement Agent Warrants. Notwithstanding Agents in connection with the foregoinginitial closing is set forth on Schedule 2, as provided in the Placement Agents will be paid a cash fee equal to two percent (2.0%) of agreements entered into by the aggregate Purchase Price paid if the Purchaser or Other Purchaser is one of certain identified entities or individuals agreed Company with the Placement Agents, and any other third-party placement agents will be paid a cash fee equal in the forms provided to six percent (6%) of such aggregate Purchase Price, but none of the Placement Agents or any other third-party placement agent will receive any Placement Agent Warrants or other warrants with respect Purchaser prior to such Purchaser or Other Purchaserthe date hereof. Each of the Placement Agent Warrants shall be transferable by the holder thereof only to an affiliate of the initial holder thereof unless at the time of transfer the Common Stock is then listed on a national securities exchangeexchange at the time of transfer. Subject to the terms of the Placement Agent agreements and the right of Matternet to consent to the appointment of any sub-agent, any Any sub-agent of a Placement Agent that introduces new investors to the Offering will be entitled to share in the Cash applicable Offering Fee and Placement Agent Warrants, as applicable, attributable to those investors that would otherwise be payable to such the Placement Agent Agents pursuant to the terms of an executed sub-agent agreement with such Placement Agent, which Cash Fee shall be payable to such sub-agent by the Placement Agent and such Placement Agent shall provide the Company with customary transfer documentation with respect to the Placement Agent Warrant to be transferred to such sub-agent. The Company has agreed to pay certain other expenses of the Placement Agents, including the reasonable and documented out-of-pocket fees and expenses of their counsel, in connection with the Offering. For the avoidance of doubt, no Cash Fee will be paid and no Placement Agent Warrants will be issuable in respect of the issuance of shares of Common Stock upon the conversion of the Bridge Notes.

Placement Agents. The Benchmark Company, LLC, Seaport Global Securities LLC, Network 1 Financial Services, Inc., PHX Financial, Inc. (d/b/a Phoenix Financial Services“Network 1”) and Dinosaur Financial Group, LLC Aegis Capital Corp. (each, “Aegis”) (each a “Placement Agent” and, together, and together the “Placement Agents”), each a U.S.-registered broker-dealer, have been engaged by the Company as the Company’s placement agents, on a reasonable “best-best efforts” basis, for the Offering. The Placement Agents for the Offering (a) will be paid at each Closing from the Offering proceeds a total cash commission equal to of eight percent (8.0%) of the aggregate gross Purchase Price paid by the Purchaser and the aggregate gross purchase price paid by all Other Purchasers in the Offering at that Closing (or four percent (4.0%) in the case of any Shares purchased in the Offering by pre-Merger shareholders of the Company or existing officers, directors, or securityholders of Matternet or their friends and family (“Existing gross Purchase Price paid by Insider Investors”) (such cash commission, the “Cash Fee”) and (b) will receive at each applicable Closing warrants to purchase a total number of shares of Common Stock equal to eight percent (8.0%) of the number of shares of Common Stock sold in the Offering at that Closing (other than any sold to Existing Insider Investors), with a term ending on the earlier of the fifth (5th) anniversary of the date of issuance and expiring three (3) years after the Common Stock is first listed begins to trade on an Exchange, Nasdaq or New York Stock Exchange and with an exercise price of $3.00 4.00 per share (the “Placement Agent A Warrants”). At the first Closing, each of the Placement Agents will also receive warrants to purchase 125,000 shares of Common Stock with the same term as the Placement Agent A Warrants and an exercise price of $0.001 per share (the “Placement Agent B Warrants” and together with the Placement Agent A Warrants, the “Placement Agent Warrants”). The Placement Agent Warrants will have an option for cashless (net) exercise at any time after the Registration Effectiveness Deadline (as defined in the Registration Rights Agreement) when there is no effective registration statement registering, or such registration statement is not available for, the resale of the shares issuable upon exercise of the Placement Agent Warrants. Notwithstanding the foregoing, the Placement Agents will be paid a cash fee equal to two percent (2.0%) of the aggregate Purchase Price paid if the Purchaser or Other Purchaser is one of certain identified entities or individuals agreed with the Placement Agents, and any other third-party placement agents will be paid a cash fee equal to six percent (6%) of such aggregate Purchase Price, but none of the Placement Agents or any other third-party placement agent will receive any Placement Agent Warrants or other warrants with respect to such Purchaser or Other Purchaser. Each of the Placement Agent Warrants shall be transferable by the holder thereof only to an affiliate of the initial holder thereof unless at the time of transfer the Common Stock is then listed on a national securities exchangeexchange at the time of transfer. Subject to the terms of the Placement Agent agreements and the right of Matternet to consent to the appointment of any sub-agent, any Any sub-agent of a Placement Agent that introduces new investors to the Offering will be entitled to share in the Cash Fee and Placement Agent Warrants, as applicable, Warrants attributable to those investors that would otherwise be payable to such Placement Agent pursuant to the terms of an executed sub-agent agreement with such Placement Agent, which Cash Fee shall be payable to such sub-agent by the Placement Agent and such Placement Agent shall provide the Company with customary transfer documentation with respect to the Placement Agent Warrant to be transferred to such sub-agent. The Company has agreed to pay certain other expenses of the Placement Agents, including the reasonable and documented out-of-pocket fees and expenses of their its counsel, in connection with the Offering. For the avoidance of doubt, no Cash Fee will be paid and no Placement Agent Warrants will be issuable in respect of the issuance of shares of Common Stock upon the conversion of the Bridge Notes.

Placement Agents. The Benchmark Company, LLC, Seaport Global Securities LLC, Network 1 Financial Services, Inc., PHX Financial, Inc. (d/b/a Phoenix Financial Services) LLC and Dinosaur Financial Group, LLC (each, each a “Placement Agent” and, together, and together the “Placement Agents”), each a U.S.-registered broker-dealer, have been engaged by the Company as the Company’s co-exclusive placement agents, on a reasonable “best-best efforts” basis, for the Offering. The Placement Agents for the Offering Agents, collectively, (a) will be paid at each Closing from the Offering proceeds a total cash commission equal to eight of ten percent (8.010.0%) of the aggregate gross Purchase Price paid by the Purchaser and the aggregate gross purchase price paid by all Other Purchasers (other than Insider Investors) in the Offering at that Closing, or four percent (4.0%) in the case of any Shares purchased in the Offering by pre-Merger shareholders of the Company or existing officers, directors, or securityholders of Matternet or their friends gross Purchase Price paid by the Purchaser if it is an Insider Investor and family by all Other Purchasers that are Insider Investors (“Existing Investors”) (such cash commission, the “Cash Fee”) and (b) will receive (i) at each applicable Closing warrants to purchase a total number of shares of Common Stock equal to eight percent (8.0%) of the number of shares of Common Stock sold in the Offering at that Closing (other than any sold to Existing Insider Investors), with a term ending on the earlier of the fifth expiring five (5th) anniversary of the date of issuance and three (35) years after the Common Stock is first listed on an Exchange, with Initial Closing Date and an exercise price of $3.00 per share (the “A Warrants”) and (ii) at the first Closing of the Offering warrants to purchase an aggregate of 166,667 shares of Common Stock with the same term as the A Warrants and an exercise price of $0.0001 per share (the “B Warrants” and collectively with the A Warrants, the “Placement Agent Warrants”). The Placement Agent Warrants will have an option for cashless (net) exercise at any time after the Registration Effectiveness Deadline (as defined in the Registration Rights Agreement) when there is no effective registration statement registering, or such registration statement is not available for, the resale of the shares issuable upon exercise of the Placement Agent Warrants. Notwithstanding the foregoing, the Placement Agents will be paid a cash fee equal to two percent (2.0%) of the aggregate Purchase Price paid if the Purchaser or Other Purchaser is one of certain identified entities or individuals agreed with the Placement Agents, and any other third-party placement agents will be paid a cash fee equal to six percent (6%) of such aggregate Purchase Price, but none of the Placement Agents or any other third-party placement agent will receive any Placement Agent Warrants or other warrants with respect to such Purchaser or Other Purchaser. Each of the Placement Agent Warrants shall be transferable by the holder thereof only to an affiliate of the initial holder thereof unless at the time of transfer the Common Stock is then listed for, or admitted to, trading on a national securities exchange. Subject to the terms of the Placement Agent agreements and the right of Matternet to consent to the appointment of any sub-agent, any Any sub-agent of a Placement Agent that introduces new investors to the Offering will be entitled to share in the Cash Fee and Placement Agent Warrants, as applicable, A Warrants attributable to those investors that would otherwise be payable to such Placement Agent pursuant to the terms of an executed sub-agent agreement with such Placement Agent, which Cash Fee shall be payable to such sub-agent by the Placement Agent and such Placement Agent shall provide the Company with customary transfer documentation with respect to the Placement Agent Warrant to be transferred to such sub-agent. The Company has agreed to pay certain other expenses of the Placement Agents, including the reasonable and documented out-of-pocket fees and expenses of their counsel, in connection with the Offering. (For the avoidance of doubt, no Cash Fee will be paid and no Placement Agent Warrants will be issuable in respect of the issuance of shares of Common Stock upon the acceleration and vesting of options to acquire Company shares or the conversion or exchange of the Bridge NotesCompany convertible securities that may be outstanding, if any, the proceeds of which will be included in the gross proceeds of the Offering.)

Placement Agents. The Benchmark Company, LLC, Seaport Global Securities LLC, LLC and Network 1 Financial Services, Inc., PHX FinancialSecurities, Inc. (d/b/a Phoenix Financial Services) and Dinosaur Financial Group, LLC (each, each a “Placement Agent” and, together, and together the “Placement Agents”), each a U.S.-registered broker-dealer, have been engaged by the Company as placement agents, on a reasonable “best-best efforts” basis, for the Offering. The Placement Agents for the Offering (a) will be paid at each Closing from the Offering proceeds a total cash commission equal of four percent (4.0%) of the gross Purchase Price paid by the Purchaser and the aggregate gross purchase price paid by all Other Purchasers in the Offering at that Closing up to an aggregate gross Purchase Price of $8,000,000 from all Purchasers, and eight percent (8.0%) of the aggregate gross Purchase Price paid by the Purchaser and by all Other Purchasers in the Offering or four percent excess of $8,000,000 (4.0%) in the case of any Shares purchased in the Offering by pre-Merger shareholders of the Company or existing officers, directors, or securityholders of Matternet or their friends and family (“Existing Investors”) (such cash commission, the “Cash Fee”) and (b) will receive at each applicable Closing warrants to purchase a total number of shares of Common Stock equal to eight percent (8.0%) of the number of shares of Common Stock sold in the Offering other than any sold to Existing Investorsthe Purchaser and all Other Purchasers for an aggregate gross Purchase Price in excess of $8,000,000, with a term ending expiring on the earlier of (i) five (5) years after the fifth (5th) anniversary of the date of issuance Closing Date and three (3) years after the shares of Common Stock is first are listed on an Exchangea national securities exchange, with and an exercise price of $3.00 per share (the “Placement Agent Warrants”). The Placement Agent Warrants will have an option for cashless (net) exercise at any time after the Registration Effectiveness Deadline (as defined in the Registration Rights Agreement) when there is no effective registration statement registering, or such registration statement is not available for, the resale of the shares issuable upon exercise of the Placement Agent Warrants. Notwithstanding the foregoing, the Placement Agents will be paid a cash fee equal to two percent (2.0%) of the aggregate Purchase Price paid if the Purchaser or Other Purchaser is one of certain identified entities or individuals agreed with the Placement Agents, and any other third-party placement agents will be paid a cash fee equal to six percent (6%) of such aggregate Purchase Price, but none of the Placement Agents or any other third-party placement agent will receive any Placement Agent Warrants or other warrants with respect to such Purchaser or Other Purchaser. Each of the Placement Agent Warrants shall be transferable by the holder thereof only to an affiliate of the initial holder thereof unless at the time of transfer the Common Stock is then listed on a national securities exchange. Subject to the terms of the Placement Agent agreements and the right of Matternet to consent to the appointment of any sub-agent, any Any sub-agent of a Placement Agent that introduces new investors to the Offering will be entitled to share in the Cash Fee and Placement Agent Warrants, as applicable, Warrants attributable to those investors that would otherwise be payable to such Placement Agent pursuant to the terms of an executed sub-agent agreement with such Placement Agent, which Cash Fee shall be payable to such sub-agent by the Placement Agent and such Placement Agent shall provide the Company with customary transfer documentation with respect to the Placement Agent Warrant to be transferred to such sub-agent. The Company has agreed to pay certain other expenses of the Placement Agents, including the reasonable and documented out-of-pocket fees and expenses of their counsel, in connection with the Offering. For the avoidance of doubt, no Cash Fee will be paid and no Placement Agent Warrants will be issuable in respect of the issuance of shares of Common Stock upon the acceleration and vesting of options to acquire Company shares or the conversion or exchange of the Bridge NotesCompany convertible securities that may be outstanding, if any, the proceeds of which will be included in the gross proceeds of the Offering.