COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx: (A) The fees set forth below with respect to the Placement: 1. A cash fee payable immediately upon the closing of the Placement and equal to 5% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any. 2. Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase Common Shares equal to 4% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date except as permitted by Financial Industry Regulatory Authority (“FINRA”) Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations. (B) The Company also agrees to reimburse Xxxxxx’x expenses (with supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in the Placement, but in no event more than $20,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
Appears in 1 contract
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 56.0% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.
2. Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 43% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per shareshare and the expiration date shall be five years from the effective date of the shelf registration statement referred to in Section 2(A) below. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date date of the Offering except as permitted by Financial Industry Regulatory Authority (“FINRA”) FINRA Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.
(B) The Subject to compliance with FINRA Rule 5110 (f)(2)(D), the Company also agrees to reimburse Xxxxxx’x out-of-pocket accountable expenses actually incurred by Xxxxxx or persons associated with Xxxxxx (with supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than $20,00030,000 (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
Appears in 1 contract
Samples: Placement Agent Agreement (Biosante Pharmaceuticals Inc)
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxxhereunder, the Company agrees to pay to Xxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 54.5% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.
2. Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 44.5% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Warrants shall have the same terms as the Series 1 warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share, or $2.56. The Xxxxxx Warrants shall not have antidilution protections or be 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 ¨ Tel: 000 000 0000 Fax: 000 000 0000 xxx.xxxx.xxx ¨ Member: FINRA, SIPC transferable for six months from the Closing Date date of the Offering except as permitted by Financial Industry Regulatory Authority (“FINRA”) NASD Rule 51102710, and further, the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA Financial Industry Regulatory Authority (“FINRA”) rules or regulations.
(B) The Company also agrees to reimburse Xxxxxx’x expenses (with supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in the Placement, but in no event more than $20,00035,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
(C) Xxxxxx shall be entitled to a cash fee and Xxxxxx Warrants, calculated in the manner provided in Paragraphs A.1 and A.2, 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 financing or capital is provided to the Company, or to any Affiliate of the Company, by investors whom Xxxxxx had introduced, directly or indirectly, to the Company during the Term and who invested in the Placement if such Tail Financing is consummated at any time within the 12-month period following the expiration or termination of this Agreement (the “Tail Period”).
Appears in 1 contract
COMPENSATION AND OTHER FEES. (A) As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash Xxxxxx x xxxx fee payable immediately upon the closing of the Placement and equal to 55.0% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.
2. (B) Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase shares of Common Shares equal to 42.0% of the aggregate number of Common Shares sold in the PlacementPlacement (or if convertible Securities are issued and paid for on the Closing Date, plus any based on the number of shares of Common Shares underlying any such convertible Securities or units sold in the Placement. Securities) The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per shareshare and the expiration date shall be five years from the effective date of the shelf registration statement referred to in Section 2(A) below. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date date of the Placement except as permitted by Financial Industry Regulatory Authority (“FINRA”) FINRA Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.
(BC) The Company also agrees to reimburse Xxxxxx’x expenses (with supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in the PlacementPlacement (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement), but in no event more than $20,00030,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement, provided, however, the Company shall have received all supporting invoices/receipts.
Appears in 1 contract
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxxRodman hereunder, the Company agrees to pay to Xxxxxx:
(A) agrexx xx xxx xx Xxxman: The fees set forth below xxxxx with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 5% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.
2. Such number of warrants (the “Xxxxxx "Rodman Warrants”") to Xxxxxx Rodman or its designees ixx xxxignees at the Closing Clxxxxx to purchase shares of Common Shares Stock equal to 45% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Rodman Warrants shall have the same terms samx xxxms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per shareshare and the expiration date shall be five years from the effective date of the shelf registration statement referred to in Section 2(A) below. The Xxxxxx Rodman Warrants shall not have antidilution anxxxxxxtion protections or be transferable for six months from the Closing Date date of the Offering except as permitted by Financial Industry Regulatory Authority (“"FINRA”") Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Rodman Warrants shall be reduced if necessary xx xxxessary to comply with FINRA rules or regulations.
(B) 3. The Company also agrees to reimburse Xxxxxx’x Rodman's expenses up to and incluxxxx $00,500 (with supporting invoices/receipts) up in accordance with the registered public offering engagement letter between the Company and Rodman dated September 3, 2009. No xxxxx expense reimbursement will be due to a maximum of 0.8% of Rodman in connection with the aggregate gross proceeds raised in the Placement, but in no event more than $20,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the PlacementPlacxxxxx.
Appears in 1 contract
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 56% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.
2. Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 46% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to __________________________________________ 1 It is acknowledged that one or more qualified FINRA registered broker-dealers, reasonably acceptable to Xxxxxx, may participate in the Placement. Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per shareshare and the expiration date shall be five years from the effective date of the shelf registration statement referred to in Section 2(A) below. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date date of the Offering except as permitted by Financial Industry Regulatory Authority (“FINRA”) FINRA Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.
(B) The Company also agrees to reimburse Xxxxxx’x expenses (with supporting invoices/receipts) up to a maximum of 0.81% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than $20,00025,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
Appears in 1 contract
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxxhereunder, the Company agrees to pay to Xxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 56% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of excluding any proceeds from the exercise of the any warrants sold in the Placement (the “Placement Agent Fee”). The parties hereby acknowledge and agree that the Company may choose to pay an aggregate cash fee equal to 5up to 30% of the aggregate cash exercise price received by Placement Agent Fee directly to additional broker-dealer(s) who are members of the Company upon such exercise, if any.Financial Industry Regulatory Authority (“FINRA”)
2. Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 45% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering Xxxxxx &Renshaw, LLC · 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 price per shareshare and the expiration date shall be five years from the effective date of the registration statement referred to in Section 2(A) below. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date date of the Placement, except as permitted by the Financial Industry Regulatory Authority (“FINRA”) Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.The parties hereby acknowledge and agree that the Company may choose to issue warrants, directly to additional broker-dealer(s) who are a members of FINRA, to purchase such aggregate number of shares of Common Stock equal to up to 30% of the Xxxxxx Warrants.
(B) The Company also agrees to reimburse Xxxxxx’x expenses (with supporting invoices/receipts) up pay to Xxxxxx a maximum of 0.8non-accountable expense allowance equal to 1% of the aggregate gross proceeds raised in the PlacementPlacement (provided, but however, that such expense cap in no event more than $20,000. Such reimbursement way limits or impairs the indemnification and contribution provisions of this Agreement).Such non-accountable expense allowance shall be payable immediately upon (but only in the event of) the closing of the Placement. The Company shall advance Xxxxxx the sum of $25,000 as an advance against Xxxxxx’x actual outside legal expenses upon execution hereof.
Appears in 1 contract
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 55.0% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in Placement if the event of) aggregate gross proceeds are less than $20.0 million and equal to 5.5% if the receipt by the Company of any aggregate gross proceeds from the exercise of the warrants sold raised in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if anyare $20.0 million or more.
2. Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 43% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per shareshare and the expiration date shall be five years from the effective date of the shelf registration statement referred to in Section 2(A) below. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date date of the Offering except as permitted by Financial Industry Regulatory Authority (“FINRA”) FINRA Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.
(B) The Subject to compliance with FINRA Rule 5110 (f)(2)(D), the Company also agrees to reimburse Xxxxxx’x out-of-pocket accountable expenses actually incurred by Xxxxxx or persons associated with Xxxxxx (with supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than $20,00030,000 (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
Appears in 1 contract
Samples: Placement Agent Agreement (Biosante Pharmaceuticals Inc)
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx Rodxxx xxxxxxxxx, the xhe Company agrees to pay to XxxxxxRodxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 56% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.
2. Such number of warrants (the “Xxxxxx WarrantsRodxxx Xxrrants”) to Xxxxxx or be issued to Rodxxx xx its designees at the Closing to purchase shares of Common Shares Stock equal to 45% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Warrants Rodxxx Xxrrants shall have the same terms as the warrants Warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be at least 125% of the public offering price per share, but in any event not less than the Warrant exercise price, and the expiration date shall be November 26, 2012. The Xxxxxx Warrants Rodxxx Xxrrants shall not have antidilution protections or be transferable for six months from the Closing Date date of the Offering except as permitted by Financial Industry Regulatory Authority (“FINRA”) FINRA Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Warrants Rodxxx Xxrrants shall be reduced if necessary to comply with FINRA rules or regulations. Such determination of the actual number of Shares underlying the Rodxxx Xxrrants shall be made promptly following completion of the Placement and communicated in writing to the Company.
(B) The Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees to reimburse Xxxxxx’x expenses Rodxxx’x xxpenses (with supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than $20,000. Such reimbursement shall be payable immediately upon (but 30,000 and only in the event of) the Placement has been consummated. If payable, such reimbursement shall be paid immediately upon the closing of the Placement.
Appears in 1 contract
Samples: Placement Agent Agreement (Palatin Technologies Inc)
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon (but only in the event of) the closing of the Placement and equal to 56% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds Placement from the exercise sale of Securities sold on the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.closing thereof
2. Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase Common Ordinary Shares equal to 42.5% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per shareshare and the expiration date shall be five years from the effective date of the shelf registration statement referred to in Section 2(A) below. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date date of the Offering except as permitted by Financial Industry Regulatory Authority (“FINRA”) Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.. Xxxxxx & Xxxxxxx, LLC 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 Fax: 000 000 0000 xxx.xxxx.xxx Member: FINRA, SIPC
(B) The Company also agrees to reimburse Xxxxxx’x expenses (with supporting invoices/receipts) up to a maximum of 0.81% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than $20,00025,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
Appears in 1 contract
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxxRxxxxx hereunder, the Company agrees to pay to XxxxxxRxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 56% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.
2. Such number of warrants (the “Xxxxxx Rxxxxx Warrants”) to Xxxxxx Rxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 4% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Rxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per shareshare and the expiration date shall be five years from the effective date of the shelf registration statement referred to in Section 2(A) below. The Xxxxxx Rxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date date of the Offering except as permitted by Financial Industry Regulatory Authority (“FINRA”) FINRA Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Rxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.. Rxxxxx & Rxxxxxx, LLC 1251 Avenue of the Axxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 200 000 0000 Fax: 200 000 0000 wxx.xxxx.xxx Member: FINRA, SIPC
(B) The Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees to reimburse Xxxxxx’x Rxxxxx’x non-accountable expenses equal to the lesser of (with supporting invoices/receipts1) up to a maximum of 0.8% of the aggregate gross proceeds raised in the Placementplacement and (2) $40,000 (provided, but however, that such expense cap in no event more than $20,000way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
Appears in 1 contract
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 56% of the aggregate gross proceeds raised in the Placement. AdditionallyXxxxxx & Xxxxxxx, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exerciseLLC 0000 Xxxxxx xx xxx Xxxxxxxx, if any.00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 Fax: 000 000 0000 xxx.xxxx.xxx Member: FINRA, SIPC
2. Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 43% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the PlacementPlacement to such purchasers. The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per shareshare and the expiration date shall be five years from the effective date of the shelf registration statement referred to in Section 2(A) below; provided, however, that the exercise price of the Xxxxxx Warrants shall not in any case be less than the consolidated closing bid price of the Common Stock on the date on which the Purchasers execute the purchase agreement in respect of their Securities; and provided, further, that the initial exercise date of the Xxxxxx Warrants shall be the date which is the six month anniversary of the Closing Date. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date date of the Placement except as permitted by Financial Industry Regulatory Authority (“FINRA”) FINRA Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.
(B) The Company also agrees to reimburse Xxxxxx’x expenses (with supporting invoices/receipts) up to a maximum of 0.81.0% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than $20,00030,000 (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
Appears in 1 contract
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 56% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.
2. Such number of warrants (the “Xxxxxx Warrants”) to be issued to Xxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 45% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Warrants shall have the same terms as the warrants Warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be at least 125% of the public offering price per share, but in any event not less than the Warrant exercise price, and the expiration date shall be November 26, 2012. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date date of the Offering except as permitted by Financial Industry Regulatory Authority (“FINRA”) FINRA Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations. Such determination of the actual number of Shares underlying the Xxxxxx Warrants shall be made promptly following completion of the Placement and communicated in writing to the Company.
(B) The Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees to reimburse Xxxxxx’x expenses (with supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than $20,00030,000 provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
Appears in 1 contract
Samples: Placement Agent Agreement (Palatin Technologies Inc)
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxxAegis hereunder, the Company agrees to pay to XxxxxxAegis:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 57% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours Placement (“Placement Agent Fee”).
(B) Such number of Common Stock purchase warrants (but only in the event of“Placement Agent Warrants”) the receipt by the Company of any proceeds from the exercise of the warrants sold in to the Placement Agent or its designees at each Closing to purchase shares of Common Stock equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.
2. Such number of warrants (the “Xxxxxx Warrants”i) to Xxxxxx or its designees at the Closing to purchase Common Shares equal to 4% of the aggregate number of Common Shares sold in the Placement, plus any Placement and (ii) shares of Common Shares underlying any convertible Securities or units Stock issuable upon exercise of the Warrants sold in the PlacementPlacement (collectively, the “Placement Agent Warrant Shares”). The Xxxxxx Placement Agent Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per shareShare and shall be exercisable for the four (4) years period commencing one-year from the effective date of the Registration Statement (as further defined below). The Xxxxxx Placement Agent Warrants shall not have antidilution protections or be transferable for six months from the Closing Date date of the Placement, except as permitted by Financial Industry Regulatory Authority (“FINRA”) Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.5110(g)(1)
(BC) The Company also agrees As reimbursement for Aegis’s expenses incurred in connection with its services under the Agreement, a non-accountable expenses allowance in an amount equal to reimburse Xxxxxx’x expenses (with supporting invoices/receipts) up to a maximum of 0.81% of the aggregate gross proceeds raised in the Placementplacement (provided, but however, that such expense allowance in no event more than way limits or impairs the indemnification and contribution provisions of this Agreement), of which $20,00025,000 has been previously paid by the Company. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
(D) For a period of twelve (12) months from the Closing Date, Aegis shall have the right of first refusal to act as, in the Company’s discretion, lead underwriter or minimally as a co-manager with at least 50% of the economics, or, in the case of a three-underwriter or placement agent transaction, 33% of the economics, for each and every future public and private equity and public debt offerings during such twelve (12) month period of the Company, or any successor to or any subsidiary of the Company.
Appears in 1 contract
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement Closing and equal to 55.5% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.
2. Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 43.5% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in Placement at the PlacementClosing. The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share and the expiration date shall be five years from the effective date of the shelf registration statement referred to in Section 2(A) below. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the date of the Closing except as permitted by FINRA Rule 5110, and further, the number of Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations. Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date except as permitted by Financial Industry Regulatory Authority (“FINRA”) Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.SIPC
(B) The Company also agrees to reimburse Xxxxxx’x expenses (with subject to supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in the Placement, but in no event more than $20,00030,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placementa Closing.
Appears in 1 contract
Samples: Placement Agent Agreement (Opexa Therapeutics, Inc.)
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx Rxxxxx xxxxxxxxx, the Company agrees to pay to XxxxxxRxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 56% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.
2. Such number of warrants (the “Xxxxxx Rxxxxx Warrants”) to Xxxxxx Rxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 46% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Rxxxxx Warrants shall have the same terms terms, including the same exercise price, as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement Placement, except that the exercise price of the Rxxxxx Warrants shall not be less than 125% of the public offering price per share and the Rxxxxx Warrants shall have a term of five (5) years from the effective date of the Registration Statement (i.e. December 17, 2012). If no warrants are issued to Purchasers in the Placement, the exercise price of the Rxxxxx Warrants shall be 125150% of the public offering price per share. The Xxxxxx Rxxxxx Warrants shall not have antidilution protections or protections, and further, the number of Shares underlying the Rxxxxx Warrants shall be transferable for six months from the Closing Date except as permitted by reduced if necessary to comply with Financial Industry Regulatory Authority (“FINRA”) Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.
(B) The Company also agrees to reimburse Xxxxxx’x Rxxxxx’x expenses (with supporting invoices/receipts) up to a maximum of 0.80.80% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than $20,00035,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
Appears in 1 contract
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 56% of the aggregate gross proceeds raised received at the closing from the sale of the Securities in the Placement. Additionally, a cash No additional fee payable within 48 hours of (but only in the event of) the receipt by the Company shall be due upon exercise of any proceeds from the exercise warrants that may be issued as part of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if anyPlacement.
2. Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 ¨ Tel: 000 000 0000 Fax: 000 000 0000 xxx.xxxx.xxx ¨ Member: FINRA, SIPC purchase shares of Common Shares Stock equal to 45% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125150% of the public offering price per share. The Xxxxxx Warrants shall not have antidilution protections or be transferable or exercisable for six months from the Closing Date date of the Offering except as permitted by Financial Industry Regulatory Authority all applicable laws and regulations (“FINRA”) including, without limitation, FINRA Rule 5110), and further, the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA Financial Industry Regulatory Authority (“FINRA”) rules or regulations.
(B) The Company also agrees to reimburse Xxxxxx’x actual out of pocket expenses (with supporting invoices/receipts) up to a maximum of 0.81.0% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than $20,00025,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
Appears in 1 contract
Samples: Placement Agent Agreement (Cortex Pharmaceuticals Inc/De/)
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxxas follows:
(A) The fees set forth below with respect to Company shall pay a cash placement fee (the Placement:
1. A cash fee payable immediately upon the closing of the “Placement and Agent’s Fee”) equal to 56.5% of the aggregate gross proceeds raised in purchase price paid for the Placement. AdditionallyShares and Warrants placed by each Purchaser who is introduced to the Company by Xxxxxx and/or Xxxxx (“Eligible Securities”), a cash fee payable within 48 hours of except that (but only in the event ofa) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal Agent’s Fee shall be reduced to 53% of the aggregate cash exercise purchase price received paid for the Shares and Warrants that are purchased by those persons listed on Annex A hereto, and (b) no fee shall be payable with respect to any purchase of Shares and Warrants by Panacea Biotec Ltd (or any affiliates thereof), Xxxxxxxxx Xxxxxxxx, or current members of the Company upon such exercise, if any.
2. Such number Company’s board of warrants directors (the “Xxxxxx WarrantsBoard of Directors”) or any organizations or funds with which they are affiliated; provided, however, that the exceptions in clauses (a) and (b) above shall only apply to Xxxxxx or its designees at the Closing to purchase Common Shares equal to 4% an aggregate of the aggregate number first $5 million of Common Shares sold and Warrants purchased by the persons identified in the Placementclauses (a) and (b), plus any Common counting first Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx and Warrants shall have the same terms as the warrants covered by clause (if anyb) issued to the Xxxxxx & Xxxxxxx, LLC o and then Shares 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 · Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o · Member: FINRA, SIPC Purchasers in and Warrants covered by clause (a). The Placement Agent’s Fee shall be paid at and only upon the closing of the Placement except that (the exercise price “Closing”) from the gross proceeds of the Shares and Warrants sold and paid for by the Purchasers. Eighty per cent (80%) of the Placement Agent’s Fee shall be 125% paid directly to Xxxxxx and twenty per cent (20%) of the public offering price per share. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date except as permitted by Financial Industry Regulatory Authority (“FINRA”) Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Warrants Placement Agent’s Fee shall be reduced if necessary paid directly to comply with FINRA rules or regulationsXxxxx.
(B) The Company also agrees to reimburse Xxxxxx’x reasonable actual expenses (with supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in the Placement, but in no event more than $20,00025,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the PlacementClosing.
Appears in 1 contract
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxxBxxxxxx hereunder, the Company agrees to pay to XxxxxxBxxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 57% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal Bxxxxxx may allocate up to 535% of the aggregate cash exercise price received by the Company upon such exercise, if anyfee to co-placement agents or advisors.
2. Such number of warrants (the “Xxxxxx Bxxxxxx Warrants”) to Xxxxxx Bxxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 47% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Bxxxxxx Warrants shall have the same terms as the longer-dated warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per shareunit and the expiration date shall be five years from the effective date of the registration statement referred to in Section 2(A) below. The Xxxxxx Bxxxxxx Warrants shall not have antidilution protections or and shall not be transferable for six months from the Closing Date date of the Placement, except as permitted by Financial Industry Regulatory Authority (“FINRA”) FINRA Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Bxxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations. The issuance of the shares underlying the Bxxxxxx Warrants will be registered on the Registration Statement. Neither the Bxxxxxx Warrants nor any warrant shares issued upon exercise of the Bxxxxxx Warrants shall be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales of the offering pursuant to which the Bxxxxxx Warrants are being issued, except the transfer of any security:
i. by operation of law or by reason of reorganization of the Company;
ii. to any FINRA member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction in this Section 1(A)(2) for the remainder of the time period;
iii. if the aggregate amount of securities of the Company held by the holder or related person do not exceed 1% of the securities being offered in the Placement;
iv. that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the equity in the fund; or
v. the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in this Section 1(A)(2) for the remainder of the time period.
(B) The Company also agrees to reimburse Xxxxxx’x expenses (with supporting invoices/receipts) up pay to Bxxxxxx a maximum of 0.8non-accountable expense allowance equal to 1% of the aggregate gross proceeds raised in the PlacementPlacement (provided, but however, that such expense cap in no event more than way limits or impairs the indemnification and contribution provisions of this Agreement), provided that the Company has agreed to pay to Bxxxxxx an accountable expense allowance of up to $20,00030,000. Such reimbursement non-accountable expense allowance shall be payable immediately upon (but only in the event of) the closing of the Placement. The Company has previously advanced Bxxxxxx the sum of $30,000 as an advance against Bxxxxxx’x accountable expense allowance, provided however, pursuant to Rule 5110(f)(2)(C), Bxxxxxx shall reimburse the Company for any amount of the advance not actually incurred as an expense. If the Placement is completed, the accountable expense allowance described herein shall be paid from said 1% non-accountable expense allowance.
Appears in 1 contract
Samples: Placement Agent Agreement (Novelos Therapeutics, Inc.)
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 52.5% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.
2. Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 42% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date date of the Offering except as permitted by Financial Industry Regulatory Authority (“FINRA”) FINRA Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.
(B) The Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees to reimburse Xxxxxx’x out-of-pocket accountable expenses actually incurred by Xxxxxx or persons associated with Xxxxxx (with supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than $20,00030,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
Appears in 1 contract
Samples: Placement Agent Agreement (Biosante Pharmaceuticals Inc)
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx Mxxxx xxxxxxxxx, the Company agrees to pay to XxxxxxMxxxx:
(A) The fees set forth below with respect to the Placement:
1. A a) a cash fee payable immediately upon the closing of the Placement and equal to 5% seven percent (7.0%) of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours ;
b) warrants to purchase that number of (but only in the event of) the receipt by the Company shares of any proceeds from the exercise of the warrants sold in the Placement Common Stock equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.
2. Such number of warrants five percent (the “Xxxxxx Warrants”5.0%) to Xxxxxx or its designees at the Closing to purchase Common Shares equal to 4% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Warrants Such warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share. The Xxxxxx Warrants and such warrants shall not have antidilution protections or be transferable for six months from the Closing Date except as permitted by Financial Industry Regulatory Authority (“FINRA”) FINRA Rule 51102710; and Bio-Path Holdings, and furtherInc. December 9, the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.2013
(B) The Company also agrees to reimburse Xxxxxx’x Maxim’s actual expenses (reasonably incurred in connection with supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in the Placement, provided Mxxxx provides to the Company with supporting documentation therefore. The Company will reimburse Maxim in a timely manner for all such expenses, including, but not limited to, printing, road show, travel and other related expenses as well as the reasonable legal fees incurred by Maxim in connection with the Placement; provided, however, that (a) any single item in excess of $2,000 (other than legal fees and expenses) and (b) all expenses in excess of $5,000 in any one month (other than legal fees and expenses), shall require the Company’s prior written approval (including via “electronic mail”). Notwithstanding anything contained herein to the contrary, in no event more than shall the Company be obligated to reimburse Maxim for its outside legal fees to the extent they exceed $20,000. Such reimbursement 75,000 in the aggregate, without prior written approval (including via “electronic mail”) by the Company and such approval shall not be payable immediately upon (but only unreasonably withheld; provided, however, that in the event of) the closing Placement is not consummated, the Company shall not be obligated to reimburse Maxim for such legal fees to the extent they exceed $10,000. Maxim reserves the right to reduce any item of its compensation or adjust the terms thereof as specified herein in the event that a determination and/or suggestion shall be made by FINRA to the effect that the Placement Agent’s aggregate compensation is in excess of FINRA rules or that the terms thereof require adjustment; provided, however, the aggregate compensation otherwise to be paid to the underwriters by the Company may not be increased above the amounts stated herein without the approval of the PlacementCompany.
Appears in 1 contract
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx:
(A) The fees set forth below with respect to on the Closing Date of the Placement, except as otherwise indicated hereunder:
1. A cash fee payable immediately upon the closing of the Placement and equal to 56% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee Placement payable within 48 hours of (but only in on the event of) the receipt by the Company of any proceeds from the exercise Closing Date of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if anyPlacement.
2. Such number of warrants Warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 45% of the aggregate number of Common Shares sold in on the Closing Date of the Placement, plus any Common Shares underlying any convertible Securities or units Preferred Shares sold in on the PlacementClosing Date to such Purchasers. The Xxxxxx Warrants shall have the same terms as the warrants Warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement Placement, except that the exercise price shall be 125% of the public offering price per shareshare and the expiration date shall be five years from the effective date of the registration statement referred to in Section 2(A) below. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from 180 days immediately following the Closing Date date of effectiveness or commencement of sales of the public offering, except as permitted by Financial Industry Regulatory Authority (“FINRA”) Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.
(B) Upon signing of the letter agreement, dated as of March 11, 2013, between the Company and Xxxxxx (the “Prior Agreement”), the Company paid Xxxxxx a due diligence fee of $25,000 (the “Deposit”). The Company shall reimburse Xxxxxx for any reasonable, documented out of pocket legal expenses incurred in connection with the Placement, which together with the Deposit shall not exceed $30,000, provided that the Deposit shall be deemed to be an advance of out of pocket accountable expenses actually anticipated to be incurred and shall be subject to FINRA Rule 5110(f)(2)(C). Upon the Closing of the Placement, the Company will also agrees pay Xxxxxx a non-accountable allowance equal to reimburse Xxxxxx’x expenses (with supporting invoices/receipts) up to a maximum of 0.81.75% of the aggregate gross proceeds raised received from the Placement in the Placement, but in no event more than $20,000. Such reimbursement shall be payable immediately upon Closing (but only and without regard to the expense cap set forth in the event offollowing sentence). For clarification, if the Placement is not consummated, Xxxxxx will be reimbursed for reasonable, documented, out of pocket legal expenses incurred pursuant to this Section 1(B) and only reasonable, documented out of pocket expenses, each upon presentation of appropriate documentation of amounts incurred or expended, and not to exceed $30,000 in the closing aggregate. Xxxxxx will not be entitled to reimbursement for any legal fees or other expenses or amounts incurred by Xxxxxx in the preparation or negotiation of the Placementthis agreement.
Appears in 1 contract
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxxhereunder, the Company agrees to pay to Xxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 57% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of excluding any proceeds from the exercise of the any warrants or options sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercisePlacement, if any.
2. Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 45% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the PlacementPlacement to such purchasers. The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per shareshare and the expiration date shall be five years from the effective date of the registration statement referred to in Section 2(A) below. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date date of the Placement, except as permitted by Financial Industry Regulatory Authority (“FINRA”) FINRA Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.
(B) The Company also agrees to reimburse Xxxxxx’x expenses (with supporting invoices/receipts) up pay to Xxxxxx a maximum of 0.8non-accountable expense allowance equal to 1% of the aggregate gross proceeds raised in the PlacementPlacement (provided, but however, that such expense cap in no event more than $20,000way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement non-accountable expense allowance shall be payable immediately upon (but only in the event of) the closing of the Placement. The Company shall also pay a $10,000.00 advance to Xxxxxx upon execution of this Agreement, which shall be applied against the non-accountable expense allowance.
Appears in 1 contract
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 57% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.
2. Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 45% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price of the Securities and the expiration date shall be five years from the effective date of the registration statement referred to in Section 2(A) below. The Xxxxxx Warrants shall not have Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date public offering date, except as permitted by Financial Industry Regulatory Authority (“FINRA”) Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.
(B) The Company also agrees to reimburse Xxxxxx’x expenses incurred in connection with its services under the Agreement (with supporting invoices/receipts) up to a maximum of 0.82% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than $20,000100,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
Appears in 1 contract
Samples: Placement Agent Agreement (Adventrx Pharmaceuticals Inc)
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxxthe Placement Agent hereunder, the Company agrees to pay to Xxxxxxthe Placement Agent on the Closing Date:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 54.75% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.
2. (B) Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase shares of the Company’s common stock, no par value per share (the “Common Shares Stock”), equal to 42% of the aggregate number of shares of Common Shares sold in the Placement, plus any Common Shares Stock underlying any convertible Securities or units Securities, excluding any warrants to purchase Common Stock, sold in the Placement. The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering closing stock price per shareshare of the Common Stock on The NASDAQ Capital Market as of the date hereof. The Xxxxxx Warrants shall not have antidilution anti-dilution protections or be transferable for 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 ¨ Tel: 000 000 0000 Fax: 000 000 0000 xxx.xxxx.xxx ¨ Member: FINRA, SIPC Cell Therapeutics, Inc. six (6) months from the Closing Date Date, except as such transfers permitted by Rule 5110 of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) Rule 5110), and further, the number of Common Shares shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.
(BC) The Company also agrees to reimburse Xxxxxx’x Reimbursement for the Placement Agent’s reasonable out-of-pocket expenses (with supporting invoices/receipts) up incurred in connection with the Placement Agent’s engagement hereunder equal to a maximum the lesser of 0.8(i) $25,000 or (ii) 1.6% of the aggregate gross proceeds raised in the Placementproceeds; provided, but however, that such expense cap in no event more than $20,000way limits or impairs the indemnification and contribution provision of this Agreement. Such reimbursement shall be payable immediately upon (upon, but only in the event of) , the closing of the Placement.
Appears in 1 contract
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx Rxxxxx xxxxxxxxx, the Company agrees to pay to XxxxxxRxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement (the “Closing”) and equal to 5(i) 5.5% of the aggregate gross proceeds raised in the Placement. AdditionallyPlacement from any Purchasers whom Rxxxxx had introduced, a cash fee payable within 48 hours of (but only in the event of) the receipt by directly or indirectly, to the Company during the Term hereof, which shall not include any Person listed on Exhibit A hereto (or any of any proceeds from the exercise of the warrants sold in the Placement equal to 5such Persons’ respective Affiliates) (collectively, “Existing Investors”), plus (ii) 5.0% of the aggregate cash exercise price received by gross proceeds raised in the Company upon such exercise, if anyPlacement from any Existing Investors.
2. Such number of warrants (the “Xxxxxx Rxxxxx Warrants”) to Xxxxxx Rxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 43.0% of the aggregate number of Common Shares sold in the PlacementPlacement to each Purchaser to whom Rxxxxx had introduced, plus directly or indirectly, the Company during the Term hereof, which shall not include any Common Shares underlying any convertible Securities or units sold in the PlacementExisting Investors. The Xxxxxx Rxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per shareshare and the expiration date shall be five years from the effective date of the shelf registration statement referred to in Section 2(A) below. The Xxxxxx Rxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date or, except as permitted by Financial Industry Regulatory Authority (“FINRA”) Rule 5110, be transferable for six months from the date of the Placement, and further, the number of Common Shares underlying the Xxxxxx Rxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.. Rxxxxx & Rxxxxxx, LLC 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 200 000 0000 Fax: 200 000 0000 wxx.xxxx.xxx Member: FINRA, SIPC
(B) The Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees to reimburse Xxxxxx’x Rxxxxx’x out-of-pocket accountable expenses (with supporting invoices/receipts) actually incurred by Rxxxxx up to a maximum of 0.8% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than $20,00075,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the PlacementClosing.
Appears in 1 contract
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx:
(A) The fees set forth below with respect to on the Closing Date of the Placement, except as otherwise indicated hereunder:
1. A cash fee payable immediately upon the closing of the Placement and equal to 56% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee Placement payable within 48 hours of (but only in on the event of) the receipt by the Company of any proceeds from the exercise Closing Date of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if anyPlacement.
2. Such number of warrants Warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 45% of the aggregate number of Common Shares sold in on the Closing Date of the Placement, plus any Common Shares underlying any convertible Securities or units sold in on the PlacementClosing Date to such Purchasers. The Xxxxxx Warrants shall have the same terms as the warrants Warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement Placement, except that the exercise price shall be 125% of the public offering price per shareshare and the expiration date shall be five years from the effective date of the registration statement referred to in Section 2(A) below. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from 180 days immediately following the Closing Date date of effectiveness or commencement of sales of the public offering, except as permitted by Financial Industry Regulatory Authority (“FINRA”) Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.
(B) Upon signing of the letter agreement, dated as of March 11, 2013, between the Company and Xxxxxx (the “Prior Agreement”), the Company paid Xxxxxx a due diligence fee of $25,000 (the “Deposit”). The Company shall reimburse Xxxxxx for any reasonable, documented out of pocket legal expenses incurred in connection with the Placement, which together with the Deposit shall not exceed $30,000, provided that the Deposit shall be deemed to be an advance of out of pocket accountable expenses actually anticipated to be incurred and shall be subject to FINRA Rule 5110(f)(2)(C). Upon the Closing of the Placement, the Company will also agrees pay Xxxxxx a non-accountable allowance equal to reimburse Xxxxxx’x expenses (with supporting invoices/receipts) up to a maximum of 0.81.75% of the aggregate gross proceeds raised received from the Placement in the Placement, but in no event more than $20,000. Such reimbursement shall be payable immediately upon Closing (but only and without regard to the expense cap set forth in the event offollowing sentence). For clarification, if the Placement is not consummated, Xxxxxx will be reimbursed for reasonable, documented, out of pocket legal expenses incurred pursuant to this Section 1(B) and only reasonable, documented out of pocket expenses, each upon presentation of appropriate documentation of amounts incurred or expended, and not to exceed $30,000 in the closing aggregate. Xxxxxx will not be entitled to reimbursement for any legal fees or other expenses or amounts incurred by Xxxxxx in the preparation or negotiation of the Placementthis agreement.
Appears in 1 contract
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxxthe Placement Agent hereunder, the Company agrees to pay to Xxxxxxthe Placement Agent:
(A) The fees set forth below with respect to the Placement:
1. A a cash fee payable immediately upon the closing of the Placement and equal to 5% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.
2. (B) Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase shares of the Company’s common stock (the “Common Shares Stock”) equal to 42% of the aggregate number of shares of Common Shares sold in the PlacementStock, plus any shares of Common Shares Stock underlying any convertible Securities or units units, excluding any warrants to purchase Common Stock, sold in the Placement. The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o Purchasers in the Placement except that the exercise price shall be 125% of 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 ¨ Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o ¨ Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of Cell Therapeutics, Inc. the public offering price per share. The Xxxxxx Warrants shall not have antidilution protections or be exercisable or transferable for six months from the Closing Date date of the Offering except such transfers as are permitted by Financial Industry Regulatory Authority (“FINRA”) NASD Rule 51102710, and further, the number of Common Shares shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA Financial Industry Regulatory Authority (“FINRA”) rules or regulations.
(BC) The Company also agrees to reimburse Xxxxxx’x the Placement Agent’s reasonable out-of-pocket expenses (with supporting invoices/receipts) ), up to a maximum the lesser of 0.8(i) $25,000 or (ii) 2.6% of the aggregate gross proceeds raised in the Placement, but in no event more than $20,000proceeds. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
Appears in 1 contract
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee (“Placement Agent Fee”) payable immediately upon the closing of the Placement and equal to 5% of the aggregate gross proceeds raised in the Placement. Additionally, a cash The Placement Agent’s fee payable within 48 hours shall be paid at the closing of (but only in the event of) the receipt by the Company of any proceeds Offering from the exercise gross proceeds of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exerciseSecurities sold. Xxxxxx & Xxxxxxx, if any.LLC 0000 Xxxxxx xx xxx Xxxxxxxx, 00xxXxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 Fax: 000 000 0000 xxx.xxxx.xxx Member: FINRA, SIPC
2. Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 43% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share. The Xxxxxx Warrants share and the expiration date shall not have antidilution protections or be transferable for six months five years from the Closing Date except as permitted by effective date of the shelf registration statement referred to in Section 2(A) below.
(B) Subject to compliance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110, and further5110(f)(2)(D), the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.
(B) The Company also agrees to reimburse Xxxxxx’x out-of-pocket accountable expenses actually incurred by Xxxxxx or persons associated with Xxxxxx (with supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than $20,00025,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
(C) For a period of 12 months immediately following the termination of this Agreement, Xxxxxx shall be entitled to a Placement Agent’s Fee and Xxxxxx Warrants, calculated in the manner provided in Paragraph A, 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 financing or capital is provided to the Company by Purchasers during such 12-month period.
Appears in 1 contract
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxxRxxxxx hereunder, the Company agrees to pay to XxxxxxRxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 57% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.
2. Such number of warrants (the “Xxxxxx Rxxxxx Warrants”) to Xxxxxx Rxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 45% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units shares sold in the Placement. The Xxxxxx Rxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share. The Xxxxxx Pursuant to FINRA Rule 5110(g)(1), the Rxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date commencement of sales in the Offering except as permitted by Financial Industry Regulatory Authority (“FINRA”) FINRA Rule 5110, have an expiration date that is not more than five years from the effective date of the Registration Statement (as defined in Section 2(A) below) and further, the number of Common Shares underlying the Xxxxxx Rxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.
(B) . The Company also agrees to reimburse Xxxxxx’x expenses (with supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in the Placement, but in no event more than $20,000. Such reimbursement Rxxxxx Warrants shall be payable immediately upon (but only issued in the event of) the closing of the Placementcompliance with FINRA Rule 5110(f)(2)(H).
Appears in 1 contract
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx Rxxxxx xxxxxxxxx, the Company agrees to pay to XxxxxxRxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 56% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.
2. Such number of warrants (the “Xxxxxx Rxxxxx Warrants”) to Xxxxxx Rxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 46% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Rxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the five day volume weighted average market price per share, but in no event less than 125% of the public offering price per sharepursuant to FINRA Rule 5110, and the expiration date shall be five years from the effective date of the shelf registration statement (as defined below). Nevertheless, the terms of the warrants are subject to approval of the TSX and NYSE Amex and the exercise price of the Rxxxxx Warrants cannot be less than market price, calculated in accordance with the TSX policy. The Xxxxxx Rxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date date of the date of effectiveness or commencement of sales of the Placement except as permitted by Financial Industry Regulatory Authority (“FINRA”) FINRA Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Rxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.
3. If the closing market price of the Company’s shares on NYSE Amex is above $1.00 for five consecutive trading days, subject to customary equity conditions reasonably acceptable to Rxxxxx, the Company has the right but not the obligation to accelerate the expiry date of the Rxxxxx Warrants, in whole or in part, by providing Rxxxxx a fourteen day written notice. Nevertheless, the Company will not accelerate the expiry date of the Rxxxxx Warrants within the first six months from the closing of this Offering.
(B) The Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees to reimburse Xxxxxx’x Rxxxxx’x out-of-pocket accountable expenses actually incurred by Rxxxxx or persons associated with Rxxxxx (with supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than $20,00030,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
Appears in 1 contract
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 5% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.
2. Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase Common Shares equal to 4% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the : Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o www.rodm.como Member: FINRA, SIPC SIPC
1. A cash fee payable immediately upon the closing of the Placement and equal to 6% of the aggregate gross proceeds raised in the Placement. The Placement Agent’s fee shall be paid at the closing of the Offering from the gross proceeds of the Securities sold.
2. Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase shares of Common Stock equal to 3% of the aggregate number of Shares sold in the Placement, plus any Shares underlying any convertible Securities sold in the Placement. The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per shareshare and the expiration date shall be five years from the effective date of the shelf registration statement referred to in Section 2(A) below. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date date of the Offering except as permitted by Financial Industry Regulatory Authority (“FINRA”) Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.
(B) The Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees to reimburse Xxxxxx’x out-of-pocket accountable expenses actually incurred by Xxxxxx or persons associated with Xxxxxx (with supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than $20,00025,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
Appears in 1 contract
Samples: Placement Agent Agreement (Pacific Asia Petroleum Inc)
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 55.0% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any cash proceeds from the exercise of the any warrants with a term of one year or less sold in the Placement if such exercise was solicited by the Placement Agent and otherwise in compliance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110 equal to 55.0% of the aggregate cash exercise price received by the Company upon such exercise, if anyany (the “Warrant Solicitation Fee”), provided, however, the Warrant Solicitation Fee shall be reduced (before any reduction to the Xxxxxx Warrants described in the last sentence of Section A.2 below or any reduction to the expense reimbursement to Xxxxxx in Section B below) to the extent (and only to the extent) that Xxxxxx’x aggregate compensation for the Placement, as determined under FINRA Rule 5110, would otherwise exceed 8%. Such determination of the actual maximum Warrant Solicitation Fee shall be made promptly following completion of the Placement and communicated in writing to the Company. For further clarity, there shall be no Warrant Solicitation Fee in connection with any warrants having an expiration or termination date that is more than one year from their date of issuance.
2. Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 4% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date date of the Offering except as permitted by Financial Industry Regulatory Authority (“FINRA”) FINRA Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.
(B) The Company also agrees to reimburse Xxxxxx’x expenses (with supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than $20,00030,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
Appears in 1 contract
Samples: Placement Agent Agreement (Biosante Pharmaceuticals Inc)
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx Rxxxxx xxxxxxxxx, the Company agrees to pay to XxxxxxRxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 56% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of excluding any proceeds from the exercise of the any warrants or options sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercisePlacement, if any.
2. Such number of warrants (the “Xxxxxx Rxxxxx Warrants”) to Xxxxxx Rxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 46% of the aggregate number of Common Shares sold in the Placement, plus excluding any Common Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Rxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share. The Xxxxxx Rxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date date of the Offering except as permitted by Financial Industry Regulatory Authority (“FINRA”) Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Rxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.
(B) The Company also agrees to reimburse Xxxxxx’x Rxxxxx’x expenses (with supporting invoices/receipts) up to a maximum of 0.8.8% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than $20,00030,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
(C) The Company has agreed to pay Bxxxx Xxxxxx, Carret & Co., as the Company’s financial advisor, a cash fee equal to 1% of the gross proceeds of the aggregate gross proceeds raised in the placement. Notwithstanding anything herein to the contrary, to the extent necessary to keep the maximum compensation including warrants payable to Rxxxxx and Brean, Murray, Carret & Co., to 8%, Rxxxxx’x compensation in this offering shall be reduced by such 1% fee payable to Brean, Mxxxxx, Cxxxxx & Co.
Appears in 1 contract
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon (but only in the event of) the closing of the Placement and equal to 5% of the aggregate gross proceeds raised in the PlacementPlacement from the sale of Shares sold at the closing. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the greenshoe warrants sold in the Placement that are solicited by the Placement Agent and otherwise in compliance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110 equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if anyany (the “Warrant Solicitation Fee”), provided, however, the Warrant Solicitation Fee shall be reduced (before any reduction to the Xxxxxx Warrants described in the last sentence of Section A.2 below or any reduction to the expense reimbursement to Xxxxxx in Section B below) to the extent (and only to the extent) that Xxxxxx’x aggregate compensation for the Placement, as determined under FINRA Rule 5110, would otherwise exceed 8%. Such determination of the actual Warrant Solicitation Fee shall be made promptly following completion of the Placement and communicated in writing to the Company.
2. Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 43% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per shareshare and shall have a term of exercise expiring on the five year anniversary of the effective date of the Registration Statement (i.e., July 1, 2014). The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date date of the Offering except as permitted by Financial Industry Regulatory Authority (“FINRA”) FINRA Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.
(B) The Company also agrees to reimburse Xxxxxx’x expenses (with supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than $20,00030,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
Appears in 1 contract
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 55.0% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.
2. Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 42% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per shareshare and the expiration date shall be five years from the effective date of the first shelf registration statement referred to in Section 2(A) below. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date date of the Offering except as permitted by Financial Industry Regulatory Authority (“FINRA”) FINRA Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.
(B) The Subject to compliance with FINRA Rule 5110 (f)(2)(D), the Company also agrees to reimburse Xxxxxx’x out-of-pocket accountable expenses actually incurred by Xxxxxx or persons associated with Xxxxxx (with supporting invoices/receipts) up to a maximum of 0.81.0% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than $20,00025,000 (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
Appears in 1 contract
Samples: Placement Agent Agreement (Biosante Pharmaceuticals Inc)
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxxBxxxxxx hereunder, the Company agrees to pay to XxxxxxBxxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 57% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal Bxxxxxx may allocate up to 535% of the aggregate cash exercise price received by the Company upon such exercise, if anyfee to co-placement agents or advisors.
2. Such number of warrants (the “Xxxxxx Bxxxxxx Warrants”) to Xxxxxx Bxxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 47% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Bxxxxxx Warrants shall have the same terms as the longer-dated warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per shareshare and the expiration date shall be five years from the effective date of the registration statement referred to in Section 2(A) below. The Xxxxxx Bxxxxxx Warrants shall not have antidilution protections or and shall not be transferable for six months from the Closing Date date of the Placement, except as permitted by Financial Industry Regulatory Authority (“FINRA”) FINRA Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Bxxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations. The issuance of the shares underlying the Bxxxxxx Warrants will be registered on the Registration Statement.
(B) The Company also agrees to reimburse Xxxxxx’x expenses (with supporting invoices/receipts) up pay to Bxxxxxx a maximum of 0.8non-accountable expense allowance equal to 1% of the aggregate gross proceeds raised in the PlacementPlacement (provided, but however, that such expense cap in no event more than $20,000way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement non-accountable expense allowance shall be payable immediately upon (but only in the event of) the closing of the Placement. The Company shall advance Bxxxxxx the sum of $30,000 as an advance against Bxxxxxx’x actual outside legal expenses upon execution hereof, provided however, pursuant to Rule 5110(f)(2)(C), Bxxxxxx shall reimburse the Company for any amount of the advance not actually incurred as an expense.
Appears in 1 contract
Samples: Placement Agent Agreement (Novelos Therapeutics, Inc.)
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxxthe Placement Agent hereunder, the Company agrees to pay to Xxxxxxthe Placement Agent on the Closing Date:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 5% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.
2. (B) Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 42% of the aggregate number of shares of Common Shares sold in the Placement, plus any Common Shares Stock underlying any convertible Securities or units Securities, excluding any warrants to purchase Common Stock, sold in the Placement. The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o Purchasers in the Placement except that the exercise price shall be 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 • Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o • Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be Cell Therapeutics, Inc. 125% of the public offering closing stock price per shareshare of the Common Stock on The NASDAQ Capital Market as of the date hereof. The Xxxxxx Warrants shall not have antidilution anti-dilution protections or be transferable for six (6) months from the Closing Date Date, except as such transfers permitted by Rule 5110 of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) Rule 5110), and further, the number of Common Shares shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.
(BC) The Company also agrees to reimburse Xxxxxx’x Reimbursement for the Placement Agent’s reasonable out-of-pocket expenses (with supporting invoices/receipts) up incurred in connection with the Placement Agent’s engagement hereunder equal to a maximum the lesser of 0.8(i) $25,000 or (ii) 1.6% of the aggregate gross proceeds raised in the Placementproceeds; provided, but however, that such expense cap in no event more than $20,000way limits or impairs the indemnification and contribution provision of this Agreement. Such reimbursement shall be payable immediately upon (upon, but only in the event of) , the closing of the Placement.
Appears in 1 contract
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxxthe Placement Agent hereunder, the Company agrees to pay to Xxxxxxthe Placement Agent on the Closing Date:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 5% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.
2. (B) Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 42% of the aggregate number of shares of Common Shares sold in the Placement, plus any Common Shares Stock underlying any convertible Securities or units Securities, excluding any warrants to purchase Common Stock, sold in the Placement. The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date except as such transfers permitted by Rule 5110 of the Financial Industry Regulatory Authority Authority, Inc. 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 ¨ Tel: 000 000 0000 Fax: 000 000 0000 xxx.xxxx.xxx ¨ Member: FINRA, SIPC Cell Therapeutics, Inc. (“FINRA”) Rule 5110), and further, the number of Common Shares shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.
(BC) The Company also agrees to reimburse Xxxxxx’x Reimbursement for the Placement Agent’s reasonable out-of-pocket expenses (with supporting invoices/receipts) up incurred in connection with the Placement Agent’s engagement hereunder equal to a maximum the lesser of 0.8(i) $30,000 or (ii) 1.6% of the aggregate gross proceeds raised in the Placement(provided, but however, that such expense cap in no event more than $20,000way limits or impairs the indemnification and contribution provision of this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
Appears in 1 contract
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxxthe Placement Agent hereunder, the Company agrees to pay to Xxxxxxthe Placement Agent:
(A) The fees set forth below with respect to the Placement:
1. A a cash fee payable immediately upon the closing of the Placement and equal to 5% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.
2. (B) Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase shares of the Company’s common stock, no par value, (the “Common Shares Stock”) equal to 43% of the aggregate number of shares of Common Shares sold in the PlacementStock, plus any shares of Common Shares Stock underlying any convertible Securities or units units, excluding any warrants to purchase Common Stock, sold in the Placement. The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share. The Xxxxxx Warrants shall not have 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 — Tel: 000 000 0000 Fax: 000 000 0000 xxx.xxxx.xxx — Member: FINRA, SIPC Cell Therapeutics, Inc. antidilution protections or be transferable for six months from the Closing Date date of the Offering except such transfers as permitted by Financial Industry Regulatory Authority (“FINRA”) Rule 5110, and further, the number of Common Shares shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.
(BC) The Company also agrees to reimburse Xxxxxx’x the Placement Agent’s reasonable out-of-pocket expenses (with supporting invoices/receipts), equal to the lesser of (i) up to a maximum of 0.8$25,000 or (ii) 1.6% of the aggregate gross proceeds raised in the Placement, but in no event more than $20,000proceeds. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
Appears in 1 contract
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxxhereunder, the Company agrees to pay to Xxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 56% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.
2. Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase Common Shares shares of common stock of the Company (“Shares”) equal to 43% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the PlacementPlacement to such purchasers. The Xxxxxx Warrants shall have the same terms as the warrants a term of two (if any2) issued to the Xxxxxx & Xxxxxxxyears, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the and an exercise price shall be of 125% of the public offering price per shareprice. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date date of the Offering, except as permitted by Financial Industry Regulatory Authority (“FINRA”) FINRA Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.. Xxxxxx & Xxxxxxx, LLC · 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000
(B) The Company also agrees to reimburse all of Xxxxxx’x expenses (with supporting invoices/receipts) up in amount equal to a maximum of 0.81.5% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than with a maximum payable amount of $20,00045,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
Appears in 1 contract
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxxthe Placement Agent hereunder, the Company agrees to pay to Xxxxxxthe Placement Agent on the Closing Date:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 5% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.
2. (B) Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 42% of the aggregate number of shares of Common Shares sold in the Placement, plus any Common Shares Stock underlying any convertible Securities or units Securities, excluding any warrants to purchase Common Stock, sold in the Placement. The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date except as such transfers permitted by Rule 5110 of the Financial Industry Regulatory Authority Authority, Inc. 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 • Tel: 000 000 0000 Fax: 000 000 0000 xxx.xxxx.xxx • Member: FINRA, SIPC (“FINRA”) Rule 5110), and further, the number of Common Shares shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.
(BC) The Company also agrees to reimburse Xxxxxx’x Reimbursement for the Placement Agent’s reasonable out-of-pocket expenses (with supporting invoices/receipts) up incurred in connection with the Placement Agent’s engagement hereunder equal to a maximum the lesser of 0.8(i) $30,000 or (ii) 1.6% of the aggregate gross proceeds raised in the Placement(provided, but however, that such expense cap in no event more than $20,000way limits or impairs the indemnification and contribution provision of this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
Appears in 1 contract
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 56% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.
2. Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 46% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price of the Securities and the expiration date shall be five years from the effective date of the registration statement referred to in Section 2(A) below. The Xxxxxx Warrants shall not have Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date effective date of the Registration Statement (as defined below), except as permitted by Financial Industry Regulatory Authority (“FINRA”) Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.
(B) The Company also agrees to reimburse Xxxxxx’x expenses incurred in connection with its services under the Agreement (with supporting invoices/receipts) up to a maximum of 0.82% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than $20,000100,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
Appears in 1 contract
Samples: Placement Agent Agreement (Adventrx Pharmaceuticals Inc)
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx Rxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx:Rxxxxx: Rxxxxx & Rxxxxxx, LLC 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 200 000 0000 Fax: 200 000 0000 wxx.xxxx.xxx Member: FINRA, SIPC
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 56% of the aggregate gross proceeds raised in the Placement. Additionally, a cash The Placement Agent’s fee payable within 48 hours shall be paid at the closing of (but only in the event of) the receipt by the Company of any proceeds Offering from the exercise gross proceeds of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if anySecurities sold.
2. Such number of warrants (the “Xxxxxx Rxxxxx Warrants”) to Xxxxxx Rxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 43% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Rxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per shareshare and the expiration date shall be five years from the effective date of the shelf registration statement referred to in Section 2(A) below. The Xxxxxx Rxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date date of the Offering except as permitted by Financial Industry Regulatory Authority (“FINRA”) Rule 51105110(g), and further, the number of Common Shares underlying the Xxxxxx Rxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.
(B) The Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees to reimburse Xxxxxx’x Rxxxxx’x out-of-pocket accountable expenses actually incurred by Rxxxxx or persons associated with Rxxxxx (with supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than $20,00025,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
Appears in 1 contract
Samples: Placement Agent Agreement (Pacific Asia Petroleum Inc)
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 56% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.
2. Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 46% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per Xxxxxx & Xxxxxxx, LLC o • 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o • Fax: 000 000 0000 o • xxx.xxxx.xxx o • Member: FINRA, SIPC Purchasers in share, and the Placement except that the exercise price expiration date shall be 125% five years from the effective date of the public offering price per shareshelf registration statement referred to in Section 2(A) below. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date date of the Offering except as permitted by the Financial Industry Regulatory Authority (“FINRA”) Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.
(B) A cash advisory fee payable immediately upon the closing of the simultaneous private placement to MHR equal to 3% of the aggregate gross proceeds raised from purchases by MHR.
(C) The Company also agrees to reimburse Xxxxxx’x expenses (with supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than $20,00035,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
Appears in 1 contract
Samples: Placement Agent Agreement (Emisphere Technologies Inc)
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 56% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company within 12 months of the Closing Date of any proceeds from the exercise of the warrants Warrants sold in the Placement that are solicited by the Placement Agent and otherwise in compliance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110 equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if anyany (the “Warrant Solicitation Fee”), provided, however, the Warrant Solicitation Fee shall be reduced (before any reduction to the Xxxxxx Warrants described in the last sentence of Section A.2 below or any reduction to the expense reimbursement to Xxxxxx in Section B below) to the extent (and only to the extent) that Xxxxxx’x aggregate compensation for the Placement, as determined under FINRA Rule 5110, would otherwise exceed 8%. Such determination of the actual Warrant Solicitation Fee shall be made promptly following completion of the Placement and communicated in writing to the Company.
2. Such number of warrants (the “Xxxxxx Warrants”) to be issued to Xxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 45% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Warrants shall have the same terms as the warrants Warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be at least 125% of the public offering price per share, but in any event not less than the Warrant exercise price, and the expiration date shall be November 27, 2012. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date date of the Offering except as permitted by Financial Industry Regulatory Authority (“FINRA”) FINRA Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations. Such determination of the actual number of Shares underlying the Xxxxxx Warrants shall be made promptly following completion of the Placement and communicated in writing to the Company.
(B) The Company also agrees to reimburse Xxxxxx’x expenses (with supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than $20,000. Such reimbursement shall be payable immediately upon (but 30,000 and only in the event of) the Placement has been consummated. If payable, such reimbursement shall be paid immediately upon the closing of the Placement.
Appears in 1 contract
Samples: Placement Agent Agreement (Palatin Technologies Inc)
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 57% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.
2. Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 45% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement to such purchasers (which, for purposes of clarity, shall not include any Shares underlying any warrants sold in the Placement). The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per shareshare and the expiration date shall be five years from the effective date of the registration statement referred to in Section 2(A) below. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date date of the Offering, except as permitted by Financial Industry Regulatory Authority (“FINRA”) Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.. Xxxxxx & Xxxxxxx, LLC 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 Fax: 000 000 0000 xxx.xxxx.xxx Member: FINRA, SIPC
(B) The Company also agrees to reimburse Xxxxxx’x expenses (with supporting invoices/receipts) up to a maximum of 0.81.5% of the aggregate gross proceeds raised in the Placement, but in no event more than $20,00035,000 (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
Appears in 1 contract
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxxhereunder, the Company agrees to pay to XxxxxxWxxxxxxxxx and other participating broker-dealers at, and subject to, the closing of the Placement:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 55.5% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of excluding any proceeds from the exercise of the any warrants sold in the Placement equal to 5% of (the aggregate cash exercise price received by the Company upon such exercise, if any“Placement Agent Fee”).
2. Such number of warrants (the “Xxxxxx Wxxxxxxxxx Warrants”) to Xxxxxx Wxxxxxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 46% of the aggregate number of Common Shares sold in the Placement, plus Placement (excluding any shares of Common Shares underlying Stock issuable upon exercise of any convertible Securities or units sold warrants issued in the Placement). The Xxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per shareshare and the expiration date shall be five years from the effective date of the Placement. The Xxxxxx Wxxxxxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date date of issuance, except as permitted by Financial Industry Regulatory Authority (“FINRA”) the FINRA Rule 51105110(g), and further, the number of Common Shares shares and terms of the underlying the Xxxxxx Wxxxxxxxxx Warrants shall be reduced or modified if necessary to comply with FINRA rules or regulations.
(B) The Company also agrees to reimburse Xxxxxx’x expenses (with supporting invoices/receipts) up to a maximum of 0.8% Wxxxxxxxxx out of the aggregate gross proceeds raised of the closing of the Placement for the expenses of Wxxxxxxxxx’x clearing firm in the Placementamount of $10,000 and pay Wxxxxxxxxx $50,000 for non-accountable expenses; (provided, but however, that such expense cap in no event more than $20,000way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement expense allowance shall be payable immediately upon (but only in the event of) the closing of the Placement.
(C) Wxxxxxxxxx shall be entitled to compensation under clauses A(1) and A(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 (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors who participated in the Placement and which are set forth on Exhibit A hereto, if such Tail Financing is consummated at any time within the 12-month period following the expiration or termination of this Agreement.
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COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxxthe Placement Agent hereunder, the Company agrees to pay to Xxxxxxthe Placement Agent:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 5% of the aggregate gross proceeds raised in the Placement. Additionally0000 Xxxxxx xx xxx Xxxxxxxx, a cash fee payable within 48 hours of 00xx Xxxxx, Xxx Xxxx, XX 00000 — Tel: 000 000 0000 Fax: 000 000 0000 xxx.xxxx.xxx — Member: FINRA, SIPC Cell Therapeutics, Inc.
(but only in the event ofB) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.
2. Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase shares of Common Shares Stock equal to 42% of the aggregate number of shares of Common Shares sold in Stock underlying the Placement, plus any Common Shares underlying any convertible Securities or units Preferred Stock sold in the Placement. The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share. The Xxxxxx Warrants share and the expiration date shall not have antidilution protections or be transferable for six months five years from the Closing Date except as permitted by Financial Industry Regulatory Authority (“FINRA”) Rule 5110date of issuance; provided, and furtherhowever, that the number exercisability of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary subject to, and conditioned upon, receipt of the approval of the shareholders of the Company of an amendment to comply with FINRA rules or regulationsthe Company’s amended and restated articles of incorporation (the “Articles of Incorporation”) to increase the authorized number of shares of Common Stock available for issuance thereunder by 400,000,000 shares (the “Shareholder Approval”).
(BC) The Company also agrees to reimburse Xxxxxx’x the Placement Agent’s reasonable out-of-pocket expenses (with supporting invoices/receipts) up incurred in connection with Xxxxxx’x engagement hereunder equal to a maximum the lesser of 0.8(i) $25,000 or (ii) 1.6% of the aggregate gross proceeds raised in the Placement( provided, but however, that such expense cap in no event more than $20,000way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
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