Compensation of Placement Agent Sample Clauses

Compensation of Placement Agent. (a) Subject to any more specific terms that you may from time to time agree with the Investment Manager, you are entitled to charge a sales commission on the purchase price of a Share of up to 2.0% upon acceptance of the subscription documentation by the Fund as generally described in the Memorandum. You will ensure that the amount of the sales commission is either (i) paid directly to you by the investor or (ii) deducted by you from the investor’s subscription amount and that the balance of the subscription amount is remitted to the Fund’s escrow agent. You will notify the Fund of the amount of the sales commission that is paid with respect to each subscription of Shares as well as the subscription amount remitted to the Fund’s escrow agent with respect to each subscription. (b) Except as may otherwise be agreed to by the Fund, you will be responsible for the payment of all costs and expenses incurred by you in connection with the performance of your obligations under this Agreement, including the costs associated with the preparation, printing and distribution of any sales materials and ensuring the compliance of such materials with all applicable laws and regulations (other than those costs associated with preparing and updating the Memorandum, which costs will be borne by the Fund) and the costs of performing the obligations set out in Section 6 above. You must receive the approval of the Investment Manager prior to the distribution of any sales materials.

Compensation of Placement Agent. In consideration for the Placement Agent's execution of this Agreement, and for the performance of its obligations hereunder, the Company agrees to pay the Placement Agent a commission of ten percent (10%) of the gross proceeds received from the sale of the Units; provided, in the event Minimum Subscriptions are not received or Minimum Payments are not made and the offering is terminated, the Placement Agent shall not receive any commission. Any commissions payable to the Placement Agent under this paragraph shall be payable on the Closing Date or as otherwise provided herein.

Compensation of Placement Agent. As compensation for its services rendered as Placement Agent under this Agreement, the Placement Agent shall receive the following compensation: (a) A sales commission equal to ten percent (10%) of the aggregate Gross Proceeds (as hereinafter defined) of the Units, payable by deducting the sales commission from the Gross Proceeds received for the Units on the Initial Closing Date and each Additional Closing Date (of which Fifteen Thousand Dollars ($15,000) has been paid and will be credited against amounts payable at the Initial Closing); and (b) Up to 697,500 Warrants (the "Placement Agent Warrants") each to purchase one share of Common Stock at an exercise price of $2.50 per Warrant Share, exercisable for a period of five years commencing on the Initial Closing Date, pursuant to the terms of a warrant agreement (the "Placement Agent Warrant Agreement") as follows: (a) 487,500 Placement Warrants for the sale of the first one hundred (100) Units, (b) 140,000 additional Placement Warrants for the next forty (40) Units sold, or a pro rata amount thereof (i.e., 1,400 Placement Warrants for each of the forty (40) Units sold); and (c) 70,000 additional Placement Warrants for the next twenty eight (28) Units sold, or a pro rata amount thereof (i.e., 2,500 Placement Warrants for each of the additional twenty eight (28) Units sold), in each case, to be issued on each Closing Date in relation to the number of Units sold on each date and in the names provided by the Placement Agent. Immediately prior to the listing of the Warrants on the Nasdaq SmallCap Market, a securities exchange or the OTC Bulletin Board, the Company shall offer in writing to the holders of Placement Warrants the option to exchange the Placement Warrants for an equal number of Warrants, which will be listed with the Warrants.

Compensation of Placement Agent. (a) Subject to any more specific terms that you may from time to time agree with JPMIM, you are not entitled to charge a sales commission on the purchase price of an Interest. (b) Except as may otherwise be agreed to by the Fund, you will be responsible for the payment of all costs and expenses incurred by you in connection with the performance of your obligations under this Agreement, including the costs associated with the preparation, printing and distribution of any sales materials (other than those costs associated with preparing and updating the Prospectus, which costs will be borne by the Fund) and ensuring the compliance of such subscription materials with all applicable laws and regulations, and the costs of performing the obligations set out in Section 6 above. You must receive the approval of JPMIM prior to the distribution of any sales materials.

Compensation of Placement Agent. The Investor acknowledges that it is aware that the Placement Agent will receive from the Company, in consideration for its services as financial advisor and placement agent in respect of the transactions contemplated hereby, (a) a commission success fee equal to 8% of the Purchase Price of the Units sold at each Closing, payable in cash, (b) an expense allowance, which shall include reimbursement of legal expenses incurred in connection with the transactions contemplated hereby, not to exceed $40,000 without the Company’s approval, payable in cash, and (c) five-year warrants to purchase such number of shares of the Company’s Common Stock equal to ten percent (10%) of the number of Shares sold in the Offering, at an exercise price per share equal to the closing price of the Company’s common stock on the First Closing Date.

Compensation of Placement Agent. The Investor acknowledges that it is aware that the Placement Agent will receive from the Company, in consideration for its services as financial advisor and placement agent in respect of the transactions contemplated hereby, (a) a commission success fee equal to 8% of the Principal Amount of the Notes sold at each Closing, payable in cash, (b) an expense allowance, which shall include reimbursement of legal expenses incurred in connection with the transactions contemplated hereby, not to exceed $30,000 without the Company’s prior written approval, payable in cash, (c) reimbursement for all filing fees the Placement Agent is required to pay the Financial Industry Regulatory Authority (“FINRA”) and reasonable fees and expenses of legal counsel to Placement Agent in connection with such filings with FINRA; and (d) five-year warrants to purchase such number of shares of the Company’s Common Stock equal to eight percent (8%) of the number of Shares initially issuable upon conversion of the Notes sold in the Offering, at an exercise price equal to $0.75 per share.

Compensation of Placement Agent. (a) UST shall not be entitled to receive any compensation from the Company for the services provided hereunder and instead UST shall be compensated for its services by U.S. Trust Hedge Fund Management, Inc. ("USTHFMI"), the Company's manager, in accordance with the terms of an agreement entered into between UST and USTHFMI or an affiliate thereof. (b) Pursuant to the terms of each Sub-Agency Agreement between UST and a Sub-Agent, a Sub-Agent may receive from UST either a one-time fee or an ongoing fee based upon the value of Interests purchased by investors that it introduces to the Company or based upon the initial contribution amount made by such investors in the Company. The Company will not be liable to Sub-Agents for payment of any fees pursuant to Sub-Agency Agreements or for reimbursement of any expenses incurred by Sub-Agents in connection with services provided pursuant to Sub-Agency Agreements. (c) Except as may otherwise be agreed to in writing by the Company, UST shall be responsible for the payment of all costs and expenses incurred by UST in connection with the performance of its obligations under this Agreement, including the costs associated with the preparation, printing and distribution of any sales materials.

Compensation of Placement Agent. (a) You are entitled to charge a sales commission on the purchase price of Interests of up to 2.5% upon acceptance of the subscription documentation by the General Partner; provided, that you will have the authority to waive or reduce the sales commission in particular cases, at your sole discretion in consultation with the General Partner and as generally described in the Memorandum. (b) Except as may otherwise be agreed to by the Partnership, you will be responsible for the payment of all costs and expenses incurred by you in connection with the performance of your obligations under this Agreement, including the costs associated with the preparation, printing and distribution of any sales materials (other than those costs associated with preparing and updating the Memorandum and with qualifying prospective investors, which costs will be borne by the Partnership). (c) We acknowledge that you may compensate your account executives for their ongoing servicing of clients with whom they have placed Interests in the Partnership. This compensation will be based upon a formula that takes into account the amount of client assets being serviced as well as the investment results attributable to clients' assets invested in the Partnership and may represent a portion of any Management Fee paid to the Adviser to the Partnership in consideration for its advisory and other services thereto.

Compensation of Placement Agent. The Noteholder acknowledges that it is aware that the Placement Agent will receive from the Company, in consideration for its services as financial advisor and placement agent in respect of the transactions contemplated hereby, (a) a commission success fee equal to 8% of the face value (including accrued unpaid interest) of the Notes that are converted in connection with this Note Exchange, payable in cash, (b) an expense allowance, which shall include reimbursement of legal expenses incurred in connection with the transactions contemplated hereby, not to exceed $30,000 without the Company’s prior written approval, payable in cash, (c) reimbursement for all filing fees the Placement Agent is required to pay the Financial Industry Regulatory Authority (“FINRA”) and reasonable fees and expenses of legal counsel to Placement Agent in connection with such filings with FINRA; and (d) five-year warrants to purchase such number of shares of the Company’s Common Stock equal to ten percent (10%) of the number of shares issued in connection with this Note Exchange, at an exercise price equal to $0.715 per share. The Placement Agent is also receiving additional compensation in connection with the Offering.

Compensation of Placement Agent. The Investor acknowledges that it is aware that the Placement Agent will receive from the Company, in consideration for its services as financial advisor and placement agent in respect of the transactions contemplated hereby, (a) a commission success fee equal to 8% of the Principal Amount of the Notes sold at each Closing, payable in cash, (b) an expense allowance, which shall include reimbursement of legal expenses incurred in connection with the transactions contemplated hereby, not to exceed $25,000 without the Company’s approval, payable in cash, and (c) five-year warrants, exercisable six months after the date of issuance, to purchase shares of the Company’s Common Stock equal to ten percent (10.0%) of the number of shares of Common Stock into which the Notes are convertible as of the date of issuance, at an exercise price per share equal to the closing price of the Common Stock as reported on the Nasdaq Capital Market on the date of the First Closing.