Common use of COMPENSATION AND OTHER FEES Clause in Contracts

COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx hereunder, 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 3% of the aggregate gross proceeds raised in the Placement; provided, however, that such fee shall be reduced to 1% with respect to any portion of such aggregate gross proceeds received from investors identified by the Company. 2. Additionally, a cash fee payable within 48 hours after (but only in the event of) the receipt by the Company of any proceeds from the exercise of the Warrants sold in the Placement to Purchasers and otherwise in compliance with Financial Industry Xxxxxx & Xxxxxxx, LLC o 1251 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Regulatory Authority (“FINRA”) Rule 5110 equal to 3% of the aggregate cash exercise price received by the Company upon such exercise, if any (the “Warrant Solicitation Fee”); provided, however, that such fee shall be reduced to 1% with respect to any portion of such aggregate cash exercise price received from investors identified by the Company; and provided further that the Warrant Solicitation Fee shall be reduced (before 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. (B) The Company also agrees to reimburse Xxxxxx’x reasonable travel and other out-of-pocket expenses, including the reasonable fees and expenses of Xxxxxx’x counsel, incurred by Xxxxxx in connection with its engagement hereunder (with supporting invoices/receipts in reasonable detail) up to the lesser of $35,000 or 0.5% of the aggregate gross proceeds raised in the Placement. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.

COMPENSATION AND OTHER FEES. (A) As compensation for the services provided by Xxxxxx the Placement Agent hereunder, 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 (but only in the event of) the closing of the Placement and equal to 35% of the aggregate gross proceeds raised in the Placement; provided, however, that such fee shall be reduced to 1% with respect to any portion of such aggregate gross proceeds received from investors identified by the Company. 2. Additionally, a cash fee shall be payable to the Placement Agent within 48 hours after 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 to Purchasers and otherwise in compliance with Financial Industry Xxxxxx & Xxxxxxx, LLC o 1251 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Regulatory Authority (“FINRA”) Rule 5110 equal to 35% of the aggregate cash exercise price received by the Company upon such exercise, if any (the “Warrant Solicitation Fee”); provided, however, that such fee shall be reduced to 1% with respect to any portion of such aggregate cash exercise price received from investors identified by the Company; and provided further that the Warrant Solicitation Fee shall be reduced (before 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. (B) The Company also agrees to reimburse Xxxxxx’x reasonable travel and other out-of-pocket expenses, including the reasonable fees and expenses of Xxxxxx’x counsel, incurred by Xxxxxx in connection with its engagement hereunder (with supporting invoices/receipts in reasonable detailreceipts) up to the lesser a maximum of $35,000 or 0.51% of the aggregate gross proceeds raised in the Placement, but in no event more than $25,000 (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.. 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

COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx hereunderxxxxxxxxx, 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 35% of the aggregate gross proceeds raised in the Placement; providedPlacement from the sale of the Securities sold on the closing. At the Company’s option, however, that the Company may enter arrangements with one or more broker dealers pursuant to which such fee broker dealers shall be reduced entitled to 1receive up to, in the aggregate, 10% with respect to any portion of such the cash fee payable by the Company (0.5% of the aggregate gross proceeds received from investors identified by the Companyproceeds) solely under this clause (A). 2. Additionally, a (B) A cash fee payable within 48 hours after 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 to Purchasers and otherwise in compliance with Financial Industry Xxxxxx & Xxxxxxx, LLC o 1251 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Regulatory Authority (“FINRA”) Rule 5110 equal to 35% of the aggregate cash exercise price received by the Company upon such exercise, if any (the “Warrant Solicitation Fee”); provided, however, that such fee shall be reduced to 1% with respect to any portion of such aggregate cash exercise price received from investors identified by the Company; and provided further that the Warrant Solicitation Fee shall be reduced (before 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 Companyany. (BC) The Company also agrees to reimburse Xxxxxx’x reasonable travel and other out-of-pocket expenses, including the reasonable fees and expenses of Xxxxxx’x counsel, incurred by Xxxxxx in connection with its engagement hereunder (with supporting invoices/receipts in reasonable detailreceipts) up to the lesser a maximum of $35,000 or 0.51.0 % of the aggregate gross proceeds raised in the Placement, but in no event more than $10,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.. 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

COMPENSATION AND OTHER FEES. (A) As compensation for the services provided by Xxxxxx hereunder, 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 (but only in the event of) the closing of the Placement and equal to 3% of the aggregate gross proceeds raised in the Placement; provided, however, that such fee shall be reduced to 1% with respect to any portion of such aggregate gross proceeds received from investors identified by the Company. 2. Additionally, a cash fee payable within 48 hours after (but only in the event of) the receipt by the Company of any proceeds from the exercise of the Warrants sold in the Placement to Purchasers and otherwise in compliance with Financial Industry Xxxxxx & Xxxxxxx, LLC o 1251 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Regulatory Authority (“FINRA”) Rule 5110 equal to 3% of the aggregate cash exercise price received by the Company upon such exercise, if any (the “Warrant Solicitation Fee”); provided, however, that such fee shall be reduced to 1% with respect to any portion of such aggregate cash exercise price received from investors identified by the Company; and provided further that the Warrant Solicitation Fee shall be reduced (before 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. (B) The Company also agrees to reimburse Xxxxxx’x reasonable travel and other out-of-pocket expenses, including the reasonable fees and expenses of Xxxxxx’x counsel, incurred by Xxxxxx in connection with its engagement hereunder (with supporting invoices/receipts in reasonable detailreceipts) up to the lesser a maximum of $35,000 or 0.51% of the aggregate gross proceeds raised in the Placement, but in no event more than $25,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of 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

COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx hereunderxxxxxxxxx, 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 35% of the aggregate gross proceeds raised in the Placement; providedPlacement from the sale of the Securities sold on the closing. At the Company’s option, however, that the Company may enter arrangements with one or more broker dealers pursuant to which such fee broker dealers shall be reduced entitled to 1receive up to, in the aggregate, 10% with respect to any portion of such the cash fee payable by the Company (0.5% of the aggregate gross proceeds received from investors identified by the Companyproceeds) solely under this clause (A). 2. Additionally, a (B) A cash fee payable within 48 hours after 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 to Purchasers and otherwise in compliance with Financial Industry Xxxxxx & Xxxxxxx, LLC o 1251 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Regulatory Authority (“FINRA”) Rule 5110 equal to 35% of the aggregate cash exercise price received by the Company upon such exercise, if any (the “Warrant Solicitation Fee”); provided, however, that such fee shall be reduced to 1% with respect to any portion of such aggregate cash exercise price received from investors identified by the Company; and provided further that the Warrant Solicitation Fee shall be reduced (before 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 Companyany. (BC) The Company also agrees to reimburse Xxxxxx’x reasonable travel and other out-of-pocket expenses, including the reasonable fees and expenses of Xxxxxx’x counsel, incurred by Xxxxxx in connection with its engagement hereunder (with supporting invoices/receipts in reasonable detailreceipts) up to the lesser a maximum of $35,000 or 0.51.0 % of the aggregate gross proceeds raised in the Placement, but in 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 no event more than $25,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.