Common use of Retainer Fees Clause in Contracts

Retainer Fees. Retainer fees shall be payable to the Advisor by the Company as follows: (a) To compensate the Advisor for general management consulting for the Company which may include assistance in building and developing the Company in anticipation of investment banking transactions, advising in matters related to share price appreciation, assisting in the Company’s start-up activities, consulting on the Company’s strategy and business development, leveraging the industry contacts and network of the Advisor for the benefit of the Company, assisting in the identification and recruiting of key personnel for the Company, reviewing the Company’s scientific and technical matters, assisting in the development of the Company’s business plan and forecasts, recommending Board member candidates for the Company, recommending vendors and service companies, and other non-investment banking activities: (1) a general management consulting fee of $5,000 shall be payable in cash within 10 business days following the signing of this Agreement and shall be received by the Advisor free of any wire transfer or other bank charges, (2) a general management consulting fee of 100,000 shares of the common stock of the Company will be issued by the Company to the Advisor within 10 business days following the signing of this Agreement. The common shares will be transferable to directors, officers, independent contractors and employees of the Advisor. The Advisor will have piggyback registration rights equal to the piggyback registration rights granted to any other person in connection with any of the transactions contemplated by this Agreement. (b) To compensate the Advisor for guidance with respect to Financing and Strategic Transactions as required, at monthly intervals, a retainer payment of $15,000 per month, during the term of this Agreement, each such payment being referred to as an "Advisory Fee", will be owed by the Company, to be paid to the Advisor and will accrue, on the 20th day of the month in each month for which the Advisory Fee is due, as short term debt. This fee is only payable if the Advisor is requested in writing to raise additional capital the Company. The Advisory Fee will bear interest at the rate of 10% per annum, and each month’s Advisory Fee shall be represented by a promissory note (each, a “Fee Note”). Each Fee Note will be due and payable as to principal and accrued and unpaid interest upon the earlier of (i) six months from the issuance of the respective Fee Note or (ii) the consummation of the Financing and/or Strategic Transaction. All of the Fee Notes shall be repayable in cash and shall the proceeds therefrom shall be received by the Advisor free of any wire transfer or other bank charges. These payments are independent of and in addition to any payments due under any other section in this Agreement. For the avoidance of doubt, the terms pursuant to which the Advisor shall raise additional funds for the Company shall be governed by the Advisors customary Placement Agreement, a form of which will be provided to the Company upon request.

Retainer Fees. Retainer fees shall be payable to the Advisor by the Company as follows: (a) To compensate the Advisor for general management consulting for the Company which may include assistance in building and developing the Company in anticipation of investment banking transactions, advising in matters related to share price appreciation, assisting in the Company’s start-up activities, consulting on the Company’s strategy and business development, leveraging the industry contacts and network of the Advisor for the benefit of the Company, assisting in the identification and recruiting of key personnel for the Company, reviewing the Company’s scientific and technical matters, assisting in the development of the Company’s business plan and forecasts, recommending Board member candidates for the Company, recommending vendors and service companies, and other non-investment banking activities: (1) LINKON shall pay to MECo, for each three month period (each a general management consulting fee of $5,000 shall be payable in cash within 10 business days "Retainer Period") following the signing Effective Date (as defined in Section IV below), a retainer fee (the "Retainer Fee") of: (i) 15,000 "144 class" shares (the "Shares") of common stock of LINKON and (ii) warrants (the "Warrants") to purchase 30,000 shares of the registered common stock of LINKON. The Shares paid to MECo as part of the Retainer Fee for each Retainer Period under this Agreement and shall be received by have piggy-back registration rights. The Warrants paid to MECo as part of the Advisor free of any wire transfer or other bank charges, (2) a general management consulting fee of 100,000 shares Retainer Fee for each Retainer Period shall have an exercise price equal to the price of the common stock of the Company will be issued by the Company to the Advisor within 10 business days following the signing of this Agreement. The common shares will be transferable to directors, officers, independent contractors and employees of the Advisor. The Advisor will have piggyback registration rights equal to the piggyback registration rights granted to any other person in connection with any of the transactions contemplated by this Agreement. (b) To compensate the Advisor for guidance with respect to Financing and Strategic Transactions as required, at monthly intervals, a retainer payment of $15,000 per month, during the term of this Agreement, each such payment being referred to as an "Advisory Fee", will be owed by the Company, to be paid to the Advisor and will accrue, LINKON on the 20th first day of the month in each month for which the Advisory Fee is due, as short term debt. This fee is only payable if the Advisor is requested in writing to raise additional capital the Companyapplicable Retainer Period. The Advisory Fee will bear interest at Warrants shall contain standard anti-dilution features adjusting for stock-splits and shall have an expiration date which is five years from the rate of 10% per annum, and each month’s Advisory Effective Date. Each Retainer Fee shall be represented by a promissory note (each, a “Fee Note”). Each Fee Note will be due and payable as to principal and accrued and unpaid interest upon paid on the earlier of (i) six months from the issuance first day of the respective Fee Note or (ii) applicable Retainer Period. LINKON may cancel the consummation of Agreement at any time by giving MECo thirty days prior written notice. In the Financing and/or Strategic Transaction. All of event that the Fee Notes shall be repayable in cash and shall Agreement is terminated prior to the proceeds therefrom shall be received by the Advisor free end of any wire transfer or other bank chargesquarter, MECo will retain the full Retainer Fee for the applicable Retainer Period. These payments are independent of 2 (2) LINKON acknowledges that MECo has been providing services for LINKON (such as preliminary research and potential partner contact) since December 1, 1998. In consideration for such services rendered and in addition to any payments due under any other section in this Agreement. For the avoidance of doubt, the terms Retainer Fees payable to MECo pursuant to paragraph (A)(1) above, LINKON shall pay to MECo, on the Effective Date, additional warrants (the "Additional Warrants") to purchase 30,000 shares of the registered common stock of LINKON. The Additional Warrants shall have an exercise price of $0.5312 per share of common stock of LINKON, shall contain standard anti-dilution features (including adjustments upon stock-splits) and shall have an expiration date which is five years from the Advisor shall raise additional funds for the Company shall be governed by the Advisors customary Placement Agreement, a form of which will be provided to the Company upon requestEffective Date.