Placement Fee and Expenses. (i) At each Closing, the Company shall pay to the Placement Agent a commission equal to ten (10%) percent of the aggregate proceeds derived from the Financing. In addition, the Company shall pay the Placement Agent a non-accountable and non-refundable expense allowance, equal to three (3%) percent of the aggregate proceeds derived from the Financing. Prior to or from the proceeds of the Closing, the Company shall pay all Placement Agent's expenses in connection with the proposed Offering, including, but not limited to, reasonable counsel expenses and fees of counsel to the Company and of counsel to the Placement Agent, disbursements and fees, reasonable accountant expenses, disbursements and fees, filing fees, business and investigatory expenses, printing costs, postage and mailing expenses with respect to the transmission of the Offering and Ancillary Documents, registrar and transfer agent fees, issue and transfer taxes, if any, and counsel fees of the Placement Agent in connection with the qualification of the Securities under the securities or blue sky laws of the states which the Placement Agent shall designate. The Company also shall pay for the costs of placing "tombstone advertisements" in any publications which may be selected by the Placement Agent, all costs and expenses in connection with the establishment and maintenance of the Account referred to in paragraph 1 of this Agreement, and all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this paragraph 4(d), including the cost of transaction memorabilia determined at the reasonable discretion of the Placement Agent.
Placement Fee and Expenses. Upon execution of the Engagement Letter, the Company paid to the Placement Agent a non-refundable fee of $25,000 for investment banking services. Simultaneously with payment for and delivery of the Shares at each Closing as provided in Section 4(a) above, the Company shall at such Closing pay to the Placement Agent (i) a retail sales commission equal to eight percent (8%) of the gross proceeds (the “Placement Agent Fee”) of the Shares and any Over-subscription Shares sold and (ii) a marketing allowance equal to two percent (2%) of the gross proceeds of the Shares and any Over-subscription Shares sold. The Company will, at each Closing, issue and sell to the Placement Agent or its designees Agent’s Warrants to purchase such number of shares of Common Stock equal to 20% of the number of shares sold in the Offering and having a per share exercise price equal to the price per Share in the Offering. The Agent’s Warrants will be exercisable from the date of issuance until five years thereafter. The Agent’s Warrants will be in such form (including provisions providing “cashless” exercise and anti-dilution protection) as is customarily received by the Placement Agent in similar transactions. The Reserved Shares underlying the Agent’s Warrants will have identical registration rights to the Shares being sold in the Offering. The Placement Agent shall be entitled to solicit the services of other broker-dealers which are registered with the National Association of Securities Dealers, Inc. (the “Selling Group”) and may reallow all or any part of its compensation and warrants with respect to sales by members of the Selling Group. Simultaneously with each Closing of the Offering or on the Termination Date, the Company shall pay the Placement Agent a non-accountable expense allowance equal to three percent (3%) of the gross proceeds of the Shares and any Over-subscription Shares sold.
Placement Fee and Expenses. On the Closing Date, the Company shall pay -------------------------- to the Purchaser a placement fee of $100,000. In addition, the Company shall reimburse the Purchaser for its reasonable fees and expenses in connection with the purchase of the Securities, subject to a maximum reimbursement of $10,000. Such amounts shall be paid via certified bank check or irrevocable wire transfer.
Placement Fee and Expenses. Simultaneously with payment for and delivery of the Units at each Closing as provided in paragraph 3(a) above, the Company shall at such Closing pay to the Placement Agent (i) a commission equal to 6.5% of the aggregate purchase price of the Units sold (including Over-allotment Option Units); (ii) a structuring fee equal to 2.5% of the aggregate purchase price of the Units sold (including Over-allotment Option Units) and (iii) reimbursement of accountable expenses up to $25,000 (excluding legal fees and disbursements of counsel to the Placement Agent which shall also be reimbursable by the Company). The Company shall also pay all expenses in connection with the qualification of the Units under the securities or Blue Sky laws of the states which the Placement Agent shall designate, including legal fees (not to exceed $2,500) and filing fees. The Company will, at each Closing, issue to you or your designees (which may include any Selected Dealer or any officer of the Placement Agent or a Selected Dealer) warrants to purchase 62,500 shares of Common Stock at an exercise price of $.25 per share $50,000 raised in the Offering and sell to you for $.01 per warrant warrants to purchase 62,500 shares of Common Stock at an exercise price of $.25 per share $50,000 raised in the Offering (collectively, the "Agent's Warrants"). The Agent's Warrants will be substantially identical to the Warrants comprising the Units.
Placement Fee and Expenses. Simultaneously with payment for and delivery of the Units at each Closing as provided in paragraph 3(a) above, the Company shall at such Closing pay to the Placement Agent (i) a commission equal to 9% of the gross proceeds from the sale of the Units; (ii) reimbursement of up to $50,000 of accountable expenses (exclusive of up to $12,000 for blue sky fees disbursements and up to $20,000 of Placement Agent's counsel fees which shall also be reimbursable by the Company; and (iii) warrants to purchase that number of shares of Common Stock as equals 10% of the Warrant Shares issuable upon exercise of the Warrants sold in the Offering (the Agent's Warrants). The Agent's Warrants will be substantially identical to the Warrants included in the Units except that they will not be subject to redemption by the Company. The Company shall also pay all expenses in connection with the qualification of the Units under the securities or Blue Sky laws of the states which the Placement Agent shall designate, including legal fees and filing fees (not to exceed $12,000). The Agent's Warrants will be issue to you or your designees (which may include any Selected Dealer or any officer of the Placement Agent or a Selected Dealer).
Placement Fee and Expenses. Promptly following the Company's receipt -------------------------- of cleared funds from the Required Disbursement made by the Investor at each Closing, the Company shall pay the Investor a placement fee of 5% on the gross amount of each such Required Disbursement at each Closing. In addition, promptly following the Company's receipt of cleared funds from the Required Disbursement made by the Investor at the Initial Closing, the Company shall reimburse the Investor for all of its documented reasonable out-of-pocket fees and expenses, including reasonable fees and disbursements of its counsel, Hunton & Xxxxxxxx P.A., subject to a maximum reimbursement amount of $50,000, incurred in connection with: (a) this Agreement and the transactions contemplated by this Agreement; and (b) as may be incurred in connection with a separate promissory note agreement and contemplated related documents and transactions pursuant thereto, contemplated to be entered into by and between the Company and the Investor and/or its designee.
Placement Fee and Expenses. Simultaneously with payment for and delivery of the Units at each Closing as provided in paragraph 3(a) above, the Company shall at such Closing pay to the Placement Agents (i) a commission equal to 10% of the aggregate purchase price of the Units sold and (ii) a non- accountable expense allowance equal to 3% of the aggregate purchase price of the Units sold. The Company shall also pay all expenses in connection with the qualification of the Units under the securities or Blue Sky laws of the states which the Placement Agents shall designate. The Company will, at each Closing, issue to you or your designees (which may include any Selected Dealer or any officer of the Placement Agents or a Selected Dealer) the Agents' UPO in the form annexed hereto as Exhibit 1 to purchase 15% of the Units sold in the Offering. The Agents' UPO will be exercisable for a period of five years from the Initial Closing.
Placement Fee and Expenses. As of the Closing Date, the terms and -------------------------- provisions of Section I(D) above shall have been satisfied.
Placement Fee and Expenses. Simultaneously with payment for and delivery of the Units at each Closing as provided in paragraph 3(a) above, the Company shall at such Closing pay to the Placement Agent (i) a commission equal to 7% of the aggregate purchase price of the Units sold; (ii) a structuring fee equal to 3% of the aggregate purchase price of the Units sold; and (iii) an expense allowance of $200,000. The Company shall also pay all expenses in connection with the qualification of the Units under the securities or Blue Sky laws of the states which the Placement Agent shall designate. The Company will, at each Closing, issue to you or your designees (which may include any Selected Dealer or any officer of the Placement Agent or a Selected Dealer) the Agent's Warrants in the form annexed hereto as Exhibit 1 to purchase 5,500,000 shares of Common Stock in case of the Minimum Offering and increasing by 500,000 shares for each additional $1,000,000 raised up to a total of 10,500,000 shares in the case of the Maximum Offering, at an exercise price of $.40 per share. The number of warrants to be issued to the Placement Agent will be reduced on a pro rata basis for each $1.00 less than the Maximum Offering raised. In th event that any of the Overallotment Units (as defined herein) are sold in the Offering, the number of warrants to be issued to the Placement Agent will be increased on a pro rata basis for each $1.00 in excess of the Maximum Offering raised. The Agent's Warrants will be exercisable for a period of five years from the Initial Closing. At the Initial Closing, the Company shall enter into (i) a 12-month financial advisory agreement (the "Advisory Agreement") with the Placement Agent under which it will pay the Placement Agent $5,000 per month for 12 months and (ii) a two-year agreement regarding mergers and acquisitions ("M/A Agreement") pursuant to which it will pay the Placement Agent 5% of any consideration received in such a transaction with a party introduced by the Placement Agent.
Placement Fee and Expenses. Simultaneously with payment for and delivery of the Units at each Closing, the Company shall at such Closing pay to the Placement Agent (i) a commission equal to 10% of the aggregate purchase price of the Units sold; and (ii) a non-accountable expense allowance equal to 3% of the aggregate purchase price of the Units sold. At the Initial Closing, the Company will reimburse the Placement Agent for up to $25,000 of legal fees incurred by the Placement Agent. The Company shall also pay all expenses in connection with the qualification of the Units under the securities or Blue Sky laws of the states which the Placement Agent shall designate, including legal fees and filing fees. The Company will, at the Initial Closing, issue to you or your designees (which may include any Selected Dealer or any officer of the Placement Agent or a Selected Dealer) (i) three-year warrants (the "Agent's Warrants" to purchase the number of shares of Common Stock equal to 10% of the Shares sold in the Offering (including any exercise of the Over-Allotment Option) at an exercise price of $1.80 per share. The Agent's Warrants shall contain customary anti-dilution protection and demand and piggy-back registration rights as set forth in the Letter of Intent dated March 4, 1999 (the "LOI").
