COMPENSATION AND PAYMENT OF EXPENSES. (a) As compensation for the Placement Agent's services, the Company (in accordance with the terms of the Prospectus) shall pay and/or deliver to the Placement Agent (i) a ten percent (10%) commission for all Units placed by the Placement Agent pursuant to this Agreement and (ii) Warrants to purchase a number of Units equal to ten percent (10%) of the Units sold in the Offering pursuant to the terms set forth in the Placement Agent's Warrant dated as of even date herewith and (iii) a non-accountable expense allowance equal to three percent (3%) of the Units placed by the Placement Agent.
(b) The Company hereby agrees to pay all expenses (other than fees of counsel for the Placement Agent) in connection with (1) the preparation, printing, filing, distribution, and mailing of the Registration Statement and the Prospectus and the printing, filing, distribution, and mailing of this Agreement, any Selected Dealers Agreement, any Blue Sky Surveys, and if appropriate, any Power of Attorney, and related documents, including the cost of all copies thereof and of the Preliminary Prospectuses and of the Prospectus and any amendments or supplements thereto supplied to the Placement Agent in quantities as hereinabove stated, (2) the issuance, sale, transfer, and delivery of the Units, including any transfer or other taxes payable thereon, (3) the qualification of the Units under state or foreign "blue sky" or securities laws, including the costs of printing and mailing the preliminary and final "Blue Sky Survey" and the fees of counsel for the Placement Agent and the disbursements in connection therewith, (4) the filing fees payable to the Commission, the NASD, and the jurisdictions in which such qualification is sought, (5) the reasonable fees and disbursements of the Placement Agent relating to all filings with the NASD, (6) the quotation of the Common Stock on the OTC Bulletin Board (7) the fees and expenses of the Company's transfer agent and registrar, if any, and (h) the fees and expenses of the Company's legal counsel and accountants.
COMPENSATION AND PAYMENT OF EXPENSES. (a) Issuer agrees to pay Consultant or its designee(s) the following compensation (the “Compensation”): A one-time payment of five hundred thousand (500,000) shares of Issuer's common stock, $0.005 par value, at a deemed value of $0.025 per share, issuable within five (5) business days from the Effective Date and deliverable to Consultant in accordance with Issuer's standard transfer agent protocols.
(b) Issuer shall cause to be delivered the applicable share certificates or direct registered shares statement for the shares described in subsection (a) above (the “Securities”) to Consultant. Issuer represents and warrants that, when issued, the Securities will be issued free and clear of all liens, charges, and encumbrances of any kind whatsoever, subject only to the re-sale restrictions under applicable securities laws.
(c) The Parties agree that the Compensation hereunder shall be inclusive of any and all fees or expenses incurred by Consultant pursuant to this Agreement, including, but not limited to, the costs of providing the Services. Consultant shall not have any right or authority to, and shall not, employ any person in any capacity, or contract for the purchase or rental of any service, article, or material, nor make any commitment, agreement, or obligation whereby Issuer shall be required to pay any monies or other consideration without Company's prior consent in each instance.
(d) For the purposes of receiving the Securities, Consultant makes the following covenants, representations and warranties:
(i) Consultant acknowledges and agrees that Securities will not be registered under the Securities Act of 1933 (the “U.S. Securities Act”) and may not be offered or sold in the United States or to U.S. persons (other than distributors) unless the Securities are registered under the U.S. Securities Act, or unless an exemption from the registration requirements of the U.S. Securities Act is available. Consultant further acknowledges and agrees that hedging transactions involving the Securities may not be conducted unless in compliance with the U.S. Securities Act.
(ii) Consultant acknowledges and agrees that Issuer shall refuse to register any transfer of the Securities not made pursuant to registration under the U.S. Securities Act or pursuant to an available exemption from registration;
(iii) Consultant agrees not to engage in stock lending or hedging transactions with regard to the Securities.
(iv) Consultant acknowledges and agrees that no informatio...
COMPENSATION AND PAYMENT OF EXPENSES. The Company agrees to compensate Consultant with 5,996,000 shares of common stock of Liberty Coal Energy Corp. (LBTG). Company shall have no further obligation to consultant for payment, further; the Agreement can be terminated by the Company at will with no further financial compensation to be paid to Consultant. In the event the Company extends this Consulting Agreement for more than six months from the date of execution, the Consultant will be entitled to additional compensation. Company agrees to pay for all costs and expenses incurred associated with its employees' working with the Consultant and its representatives, including lodging, meals, and travel as necessary. All other expenses for the fulfillment of this Agreement shall be borne by the Consultant, and by third parties engaged by it in connection with the performance of the financial and public relations services provided herein.
COMPENSATION AND PAYMENT OF EXPENSES. (a) As compensation for the Initial Purchaser's services for each Offering, the Company agrees to sell the Notes to the Initial Purchaser and the Initial Purchaser agrees to purchase the Notes from the Company at a discounted rate within the range as identified in each Final Offering Memorandum and as set forth by the Company for each Offering.
(b) The Company hereby agrees to pay all expenses (other than fees of counsel for the Initial Purchaser) in connection with (1) the preparation, printing, filing, distribution, and mailing of each Final Offering Memorandum, Issuer Written Communication and the printing, filing, distribution, and mailing of the Transaction Documents, and if appropriate, any Power of Attorney, and related documents, including the cost of all copies thereof and of the applicable Final Offering Memorandum and any amendments or supplements thereto supplied to the Initial Purchaser, (2) the issuance, sale, transfer, and delivery of the Notes, including any transfer or other taxes payable thereon, (3) the qualification of the Notes under state or foreign "blue sky" or securities laws, including the costs of printing and mailing the preliminary and final "blue sky survey" and the fees of counsel for the Initial Purchaser and the disbursements in connection therewith, (4) the filing fees payable to the Commission, the National Association of Securities Dealers (the “NASD”), and the jurisdictions in which such qualification is sought, (5) the reasonable fees and disbursements of the Initial Purchaser relating to all filings with the NASD, and (6) the fees and expenses of the Company's legal counsel and accountants.
COMPENSATION AND PAYMENT OF EXPENSES. (a) Compensation shall include one million restricted shares of RFNN common stock. 500,000 shares due upon signing, the balance due July 20th 2011.
COMPENSATION AND PAYMENT OF EXPENSES a) Within 5 business days of the last date of execution, $3,750.00
b) October 7th- $3,750.00
c) November 7th $3,750.00 As an additional amount of compensation payable with respect to services to be delivered by Consultant, the Company will issue to Consultant ten million (10,000,000) shares of its Common Stock (the ”Shares”). The Shares shall be issued promptly following the last date of execution of this Agreement, pursuant to one or more exemptions from registration under federal and state securities laws. If for any reason Consultant ceases to render the services described in paragraph 1 of this Agreement prior to the end of the term of this Agreement, Consultant will return to the Company for cancellation a pro rata portion of the Shares. If the Company at any time proposes to register for sale any of its common stock (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Shares for resale to the public), the Company will use its best efforts to cause all of the Shares to be registered for resale to the extent required to permit sale or other disposition of the Shares; provided, however, that if the Company is advised in writing in good faith by any managing underwriter of the Company’s securities being offered in a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the account of the Consultant to a number deemed satisfactory by such managing underwriter.
COMPENSATION AND PAYMENT OF EXPENSES. Compensation for services rendered by S-1 Services shall be three million shares of the Company’s common stock, registered in the S-1 Registration Statement.
COMPENSATION AND PAYMENT OF EXPENSES. The Company agrees to pay Consultant the total sum of FORTY MILLION (40,000,000) shares of common stock of the Company (the "Shares") as total and complete consideration for the services to be provided by the Consultant to the Company. The stock shall contain a Rule 144 restriction and shall be delivered to the Consultant upon the execution of this agreement. Company shall have no other obligation to Consultant for payment, excepting the obligation for additional compensation as contained herein. In the event that the Company extends this Consulting Agreement for more than one year from the date of execution, the Consultant will be entitled to additional compensation computed by multiplying a fraction, the numerator of which shall be the number of additional days added to the Agreement and the denominator of which will be 365 times the total compensation for the first year. The additional compensation may be paid in stock to the Consultant. In the event the Company uses stock to pay this amount, the value of the stock shall be the bid price on the Effective Date. Company agrees to pay for all costs and expenses incurred associated with its employees’ working with the Consultant and its representatives, including lodging, meals, and travel as necessary. All other expenses for the fulfillment of this Agreement shall be borne by the Consultant, and by third parties engaged by it in connection with the performance of the financial and public relations services provided for herein.
COMPENSATION AND PAYMENT OF EXPENSES. In consideration of the Services, the Company agrees to pay to the Consultant the following fees: Cash: $7,500 per month Stock: 200,000 shares of restricted common shares of the Company Cash: $7,500 per month Stock: $50,000 of restricted common stock of the Company to be priced at the closing bid price on December 12, 2013 Cash: $7,500 per month Stock: $50,000 of restricted common stock of the Company to be priced at the closing bid price on March 12, 2014
COMPENSATION AND PAYMENT OF EXPENSES. The Company agrees to pay the Consultant with Convertible Preferred Stock("CPS") which at the Final Determination Date("FDD") will be converted into Common Shares equal to 25% of the then outstanding Common Shares of the Company. The FDD is the earlier of the disposition by the Consultant of all of the CPS (or the underlying Common Shares) or one year from the date hereof. If the Consultant disposes of a portion of the CPS (or the underlying Common Shares) prior to the FDD, the number of Common Shares to be apportioned to the CPS being disposed of would equal the ratio of the CPS being disposed of to the total CPS times(x) (the total number of Common Shares then outstanding times (x) 25%). At the FDD, the Common Shares to be received upon conversion of the CPS as defined above will be reduced by any interim dispositions. The Consultant can not dispose of CPS but only the underlying Common Stock as described above. The CPS or the underlying Common Stock described above is the total and complete consideration for the services to be provided by the Consultant to the Company. The convertible preferred shall be issued and delivered to the Consultant upon execution of this Agreement and deemed earned. Additionally, the consent of the Board of Directors will be attached. Company shall have no other obligation to Consultant for payment, excepting the obligation for additional compensation as contained herein. Company agrees to pay for all costs and expenses incurred associated with its employees' working with Consultant and its representatives, including lodging, meals and travel as necessary. Company agrees to pay the costs of printing, due diligence shows, email, radio, television and other outside services that it approves in conjunction with Consultant.
