Tail Fee Clause Samples

Tail Fee. If, within twelve (12) months following the Closing, the Company completes any financing of equity, equity-linked or debt securities, or other capital raising activity (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors introduced to the Company by the Maxim in connection with the Offering, then the Company will pay to Maxim 5.5% of the gross proceeds received from such investors upon the closing of such offering.

Tail Fee. The Company and the Placement Agent agree that for a period of twelve (12) months from (i) the Closing Date of the Offering or (ii) if the Closing does not occur, the termination of this Agreement by the Company other than for Cause, the Placement Agent shall be entitled to compensation commensurate with those set forth under Section 1(a) (the “Tail Fee”), from the sale of any equity, debt and/or equity derivative instruments to any investor actually introduced by the Placement Agent to the Company, but unknown to the Company prior to such introduction, during the period between the date of this Agreement and the Closing of the Offering or the termination of this Agreement, as applicable (each, a “Tail Financing”), and such Tail Financing is consummated at any time within the twelve (12) month period from the Closing Date of the Offering or termination of this Agreement, as applicable.

Tail Fee. The Underwriters shall be entitled to a cash fee equal to seven point five percent (7.5%) of the gross proceeds received by the Company from the sale of any equity, debt and/or equity derivative instruments to any investor actually introduced by the Underwriters to the Company during the period (the “Engagement Period”) commencing September 25, 2024, and ending on the earlier of (i) September 25, 2025 or (ii) the final closing in connection with this Offering (each a “Tail Financing”), and such Tail Financing is consummated at any time during the Engagement Period or within the eighteen (18) months immediately following the expiration or termination of the Engagement Period (the “Tail Period”), provided that such Tail Financing is by a party actually introduced to the Company in an offering in which the Company has direct knowledge of such party’s participation. The right to receive a fee in connection with this Section 7.4 shall be subject to FINRA Rule 5110(g)(5)(B), and the Company shall have a right of termination for cause, which includes that the Company may terminate the Underwriters’ engagement upon the Underwriters’ material failure to provide the underwriting services required by this Agreement. The Company’s exercise of the right of termination for cause will eliminate any obligations with respect to the payment of any termination fee or provision of any tail financing fee, including the tail financing set forth above.

Tail Fee. In accordance with FINRA Rules 5110(g)(5)(B)(i)-(ii) and FINRA Rule 2010, if the Offering is not consummated prior to the expiration of the Engagement Letter, other than for cause due to the Representative’s material failure to provide the underwriting services contemplated by the Engagement Letter, the Representative shall be entitled to the underwriting fees set forth herein with respect to any financing of equity, equity-linked, convertible or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities), within twelve (12) months following the expiration or termination of the Engagement Letter with respect to any investors identified, referred or otherwise introduced by the Representative during the Engagement Period (the “Introduced Parties”), provided that the Representative shall provide a list of the Introduced Parties no later than three (3) Business Days after the term of the Engagement Letter, subject to the Company’s confirmation. “Engagement Period” refers to the period starting from the date of the Engagement Letter and ending on November 30, 2024; however, in the event that the Effective Date is later than November 30, 2024, the Engagement Period shall be extended automatically until the date that is sixty (60) days from the Effective Date.

Tail Fee. The Placement Agent shall be entitled to compensation under Section 3, calculated in the manner set forth herein with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such Tail Financing is both (i) provided to the Company by investors that were, during the term of this Agreement, contacted by the Placement Agent or contacted by the Placement Agent and took a meeting with the Company and (ii) consummated at any time within the six (6)-month period following the expiration or termination of this Agreement. The only investors to be contacted by A.▇.▇. ▇▇▇▇ be preapproved by the Company in writing and listed on an appendix to this Agreement (the “Investor Appendix”). The issuance of any stock or equity of the Company to its officers, directors, or employees shall not be deemed a Tail Financing. Upon expiration of this Agreement, the Placement Agent shall provide the Company with a list of all investors whose future investments in the Company will be subject the compensation described in this Section 5. Failure by the Placement Agent to provide such list of investors shall not be deemed a waiver of their right to receive compensation pursuant to this Section 5.

Tail Fee. If, within twelve (12) months following the Closing, the Company completes any financing of equity, equity-linked, convertible or debt securities, or other capital raising activity (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors to whom a prospectus was sent, any investor who invested in the Offering or any investor that was introduced to the Company by Maxim in connection with the Offering, then the Company will pay to Maxim 5.5% of the gross proceeds received from such investors upon the closing of such offering. Notwithstanding the foregoing, in the event that the Company completes a PIPE in connection with a proposed Business Combination, and the target company, the Sponsor and/or the Company directly sources capital in connection with such PIPE (exclusive of any investors previously introduced to the Company by Maxim in connection with the Offering), M▇▇▇▇ will not receive a fee on any proceeds received from any investors directly introduced by the target company, the Sponsor and/or the Company in connection with the PIPE.

Tail Fee. The Representative shall be entitled to a cash fee equal to eight percent (8.0%) of the gross proceeds received by the Company from the sale of any equity, debt and/or equity derivative instruments to any investor actually introduced by Representative to the Company during the period from April 4, 2022 to the Closing (the “Engagement Period”), in connection with any public or private financing or capital raise (each a “Tail Financing”), and such Tail Financing is consummated within the twelve (12) month period following the expiration or termination of the Engagement Period (the “Tail Period”), provided that such Tail Financing is by a party actually introduced to the Company in an offering in which the Company has direct knowledge of such party’s participation. Notwithstanding anything herein to the contrary, the right to receive Tail Financing shall be subject to FINRA Rule 5110(g), and the Company shall have a right of termination for cause in connection with this Agreement, which includes that the Company may terminate the Representative’s engagement upon Representative’s material failure to provide the underwriting services described herein. The Company’s exercise of the right of termination for cause will eliminate any obligations with respect to the payment of any termination fee or provision of any tail financing fee, including the Tail Financing set forth above.

Tail Fee. The Representatives shall be entitled to a cash fee equal to seven percent (7.0%) of the gross proceeds received by the Company from the sale of any equity, debt and/or equity derivative instruments to any investor actually introduced by the Representatives to the Company, with which the Company did not have a pre-existing relationship, during the period commencing on March 27, 2023 though the Closing Date (the “Engagement Period”) in connection with any public or private financing or capital raise (each a “Tail Financing”), and such Tail Financing is consummated at any time during the Engagement Period or within the nine (9) months immediately following the Engagement Period (the “Tail Period”), provided that such Tail Financing is by a party actually introduced to the Company in an offering in which the Company has direct knowledge of such party’s participation.

Tail Fee. ▇▇▇▇▇▇ shall be entitled to compensation under clauses (1) and (2) hereunder, calculated in the manner set forth therein, with respect to any public or private offering or other financing or capital-raising transaction of any kind, other than sales pursuant to that certain At the Market Issuance Sales Agreement with FBR Capital Markets & Co., dated April 15, 2016 (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom ▇▇▇▇▇▇ had contacted during the Term, or introduced to the Company during Term, if such Tail Financing is consummated at any time within the 6-month period following the expiration or termination of this Agreement. Upon the Company’s request, ▇▇▇▇▇▇ shall promptly provide a list of any such investors.