Agent Warrants. As additional compensation hereunder, at each Closing, the Company will issue to the Placement Agent or its designees, warrants (the “Agent’s Warrants”) to purchase such number of shares of Common Stock equal to eight percent (8%) of all the Shares and shares of Common Stock issuable upon exercise of the Warrants sold in such Closing. The Agent’s Warrants related to Shares shall have an exercise price equal to the per share price of the Shares sold in the Offering, and the Agent’s Warrants related to the shares of Common Stock issuable upon exercise of the Warrants shall have an exercise price equal to the exercise price contained in the Warrants. The Agent’s Warrants shall be exercisable until the date five (5) years after the six month Empire Asset Management Company September 17, 2008 Page 5 of 12 anniversary of the date of issuance. At the Placement Agent’s election, the Company may issued the Agent’s Warrants all at once at the Final Closing. For the benefit of the Placement Agent, the Company hereby incorporates by reference the registration rights provisions as set forth in Section 4 of the Subscription Agreement with the same force and effect as if specifically set forth herein. Other than as specifically set forth herein, the Agent’s Warrants shall contain the same provisions contained in the Warrants. The Agent’s Warrants and the Agent’s Fee are sometimes collectively referred to herein as the “Agent’s Compensation.”
Agent Warrants. As additional compensation hereunder, at the final Closing the Company will issue to the Selling Agent or its designees, for nominal consideration, warrants to purchase a number of shares of Common Stock equal to 20% of the number of shares of Common Stock or units (i) issuable upon conversion of the Notes in the event of a Qualified Next Round Financing (as defined in the Notes) at an exercise price equal to the conversion price of the Notes and (ii) issuable upon conversion of the Notes on the maturity date of the Notes in the event no Qualified Next Round Financing is consummated prior to such date at an exercise price equal to $1.00 per unit (the warrants to be issued per (i) and (ii) above are collectively referred to as the “Agent Warrants”). The Agent’s Warrants and the Agent’s Fee are sometimes collectively referred to herein as the “Agent’s Compensation.” The Agent’s Warrants shall provide the holder thereof with a cashless exercise right with respect to the securities issuable upon exercise of such warrant. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the date of issuance. For purposes of clarity and notwithstanding anything contained herein, the foregoing Agent Warrants shall not include coverage with respect to the Warrants that are included in the Units being issued in the Offering. Xxxxxxx Xxxxx Ventures, Inc. August __, 2011
Agent Warrants. The Agent also will receive warrants (the “Warrants”) to purchase up to 1,500,000 restricted shares of common stock of the Company. The terms, conditions and exercise price of the warrants to be issued to the Agent shall be economically equivalent to the terms, conditions and exercise price of the securities issued by the Company in the Offering.
Agent Warrants. The Agents shall have received at the Closing Time and the Option Closing Time, as applicable, the Agent Warrant Certificates.
