Common use of Placement Fee and Expenses Clause in Contracts

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. Upon execution of the Engagement Letter, the Company paid to the Placement Agent a non-refundable fee of $25,000 17,500 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 three 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. 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 sell, for $.001 per Agent Warrant, to the Placement Agent or its designees Agent’s '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 's Warrants will be exercisable from the date of issuance until five three years thereafter. The Agent’s '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 '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. 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 Units at each Closing as provided in Section 4(aparagraph 3(a) above, the Company shall at such Closing pay (collectively, the "Transaction Fee") to the Placement Agent (i) a retail sales commission equal to eight seven percent (87%) of the gross proceeds (the “Placement Agent Fee”) aggregate purchase price of the Shares and any Over-subscription Shares sold and Units sold; (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 structuring fee equal to three percent (3%) of the gross proceeds aggregate purchase price of the Units sold; and (iii) an accountable expense allowance up to $75,000; provided, however, if such accountable expenses exceed $75,000, such excess amount shall be reimbursed by the Company upon written approval by the Company. In addition, the Placement Agent shall have previously received a copy of written documentation from the Company to the registrar and transfer agent for the Common Stock instructing it to issue to the Placement Agent a certificate representing shares of Common Stock having a market value of $100,000 on the date hereof in lieu of a cash retainer. The Company shall also pay all expenses in connection with the qualification of the Shares and Warrants under the securities or Blue Sky laws of the states which the Placement Agent shall designate. The Company will, at the Initial Closing, issue to you or your designees (which may include any Over-subscription Shares soldSelected Dealer or any officer of the Placement Agent or a Selected Dealer) the Agent's Warrants in the form annexed hereto as Schedule 1 to purchase up to 10% of the shares of Common Stock issued in this Offering, including the shares of Common Stock underlying the Warrants. The Agent's Warrants will be exercisable for a period of seven years from the Initial Closing Date. The Placement Agent will be entitled to receive the Transaction Fee whether or not the Units offered in the Private Placement are sold by the Placement Agent, the Company or any third party; provided however, the Placement Agent shall not receive any cash commissions and Agent's Warrants with respect to any gross proceeds received by the Company in the Offering from Robexx X. Xxxxxx, Xxkura Finetek U.S.A., Inc. and Sunquest Information Systems, Inc. Further, if the Company consummates any equity or debt financing on or after the date of this Agreement, but in no event later than twelve (12) months after the final closing of the Offering, with any party initially introduced to the Company by the Placement Agent, the Placement Agent will be entitled to receive the Transaction Fee in the same proportion to any such investment in the Company by such party as the Transaction Fee bears to the Offering.