Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering:
(i) An underwriting discount equal to eight percent (8%) of the aggregate gross proceeds raised in the Offering; and
(ii) The Underwriters’ Warrants.
(b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company.
(c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.
(d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following:
(i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers;
(ii) all fees and expenses in connection with filings with FINRA’s Public Offering System;
(iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering;
(iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws;
(v) all fees and expenses in connection with listing the Securities on a national securities exchange;
(vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriter...
Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering:
(i) A cash fee payable at Closing equal to seven percent (7%) of the aggregate gross proceeds raised in the Offering; and
(ii) The Representative’s Warrants.
(b) The Company grants the Representative the right of first refusal for a period of twelve (12) months from the Effective Date to act as lead managing underwriter and book runner or minimally as a co-lead manager and co-book runner and/or co-lead placement agent with at least 50.0% of the economics; or, in the case of a three-handed deal, 33.0% of the economics, for any and all future equity, equity-linked or debt (excluding commercial bank debt) offerings undertaken by the Company or any subsidiaries of the Company. The Company shall provide written notice to Representative with terms of such offering and if Representative fails to accept in writing any such proposal for such public or private sale within 15 days after receipt of a written notice from the Company containing such proposal, then Representative will have no claim or right with respect to any such sale contained in any such notice.
(c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.
(d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the performance of its obligations hereunder (provided any expenses exceeding $10,000 shall be subject to the Company’s prior written approval), including the following ($35,000 of which has previously been paid by the Company):
(i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers;
(ii) all fees and expenses in connection with filings with FINRA’s ...
Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the number of Firm Securities purchased) of the following compensation with respect to the Offered Securities which they are offering:
(i) An underwriting discount applied at each Closing equal to eight percent (8%) of the Public Offering Price; and
(ii) warrants, issued to the Representative or to such other parties designated by the Representative, to purchase up to an aggregate of [________] shares of Common Stock (the “Representative’s Warrants”) equal to five percent (5%) of the total number of Shares sold in the Offering, including the Over-Allotment Option. The Representative’s Warrants shall not be redeemable. The Representative’s Warrants shall be exercisable, in whole or in part, commencing 180 days from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price of $[____] per share of Common Stock, which is equal to one hundred and ten percent (110%) of the Public Offering Price of the Offered Securities, and will have substantially similar terms as those Warrants sold in the offering, including any anti-dilution provisions. If no Warrants are sold in the offering, the Company may determine not to register such Representative’s Warrants. In such event, the Representative’s Warrants may be exercised as to all or a lesser number of shares of Common Stock, will provide for cashless exercise and will contain provisions for unlimited “piggyback” registration rights for a period of three years commencing six (6) months after the Effective Date at the Company’s expense. In addition, if the Registration Statement or any other registration statement registering the Representative’s Warrant and/or shares underlying such Representative’s Warrant is not effective at the time the Representative elects to exercise the Representative’s Warrants, then the Representative may exercise the Representative‘s Warrants on a cashless basis. The Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants, are hereinafter referred to collectively as the “Representative’s Securities” and the Offered Securities and the Representative’s Securities are collectively referred to as the “Securities.”
(b) Whether or not the transactions contemplated by this Agreement are consummated, the Company hereby agr...
Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering:
(i) an underwriting discount equal to seven and half percent (7.5%) of the aggregate gross proceeds raised in the Offering;
(ii) an accountable expense allowance of up to $150,000, including, among other things, all reasonable fees and expenses of the Underwriters’ outside legal counsel; any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Underwriters; and the costs associated with bound volumes and mementos in such quantities as the Underwriters may reasonably request;
(iii) a non-accountable expense allowance of two percent (2%) of the gross proceeds of the Offering;
(iv) an advisory fee of $50,000;
(b) The Underwriters reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.
(c) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, which is not included in the maximum accountable expense allowance, including the following:
(i) all expenses in connection with the preparation, printing, formatting for EXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers;
(ii) all fees and expenses in connection with filings with FINRA’s Public Offering System;
(iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the Offering;
(iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws;
(v) all fees and expenses in connection with listing the Securities on a national securities exchange;
(vi) all reasonable...
Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering:
(i) an underwriting discount equal to seven percent (7%) of the aggregate gross proceeds raised in the Offering;
(ii) a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering;
(iii) an accountable expense allowance of up to $200,000, including all reasonable fees and expenses of the underwriters’ outside legal counsel; any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Underwriters; and the costs associated with bound volumes and mementos in such quantities as the Underwriters may reasonably request;
(iv) a right of first refusal (the “Right of First Refusal”), exercisable at the sole discretion of the representative for twelve months from the Closing Date, to provide investment banking service to the Company on terms that are the same or more favorable to the Company comparing to terms offered to the Company by other underwriters or placement agents. For these purposes, the investment banking service includes, without limitation, (a) acting as leading manager for any underwritten public offering; (b) acting as exclusive placement agent, initial purchaser in connection with any private offering of securities of the Company and (c) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. The Right of First Refusal shall be subject to FINRA Rule 5110(g)(5). The Company shall notify the Representative of its or its subsidiary’s intention to pursue an investment banking service, including the material terms thereof, by providing written notice thereof by electronic mail or overnight courier service addressed to the Representative. If the Representative declines the terms of such investment banking service or fails to notify the Company of its intent to exercise its Right of ...
Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering:
(i) An underwriting discount equal to 8.0% of the aggregate gross proceeds raised in the Offering; provided, that in the event any of jVen Capital, LLC, entities affiliated with Versant Ventures, Xxxxxx & Xxxxxx Group, Inc., entities affiliated with CHL Medical Partners and entities affiliated with Cross Creek Capital, L.P. purchase more than $6.6 million of Units in the Offering, the underwriting discount in respect of the aggregate gross proceeds raised in the Offering from new investors will be 10.0% and the underwriting discount in respect of the aggregate gross proceeds raised in the Offering from such current stockholders will be 5.0%, subject to a minimum aggregate discount of 7.0% and a maximum aggregate discount of 8.0%; and
(ii) The Underwriters’ Warrants.
(b) The Company grants the Representative the right of first refusal for a period of twelve (12) months from the Effective Date to act as lead managing underwriter and book runner for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. The Company shall provide written notice to the Representative with the terms of such offering and if the Representative fails to accept in writing any such proposal within ten (10) days after receipt of such written notice, then the Representative will have no claim or right with respect to any such offering.
(c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.
(d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following:
(i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prosp...
Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering:
(i) An underwriting discount equal to eight percent (8%) of the aggregate gross proceeds raised in the Offering, and a non-accountable expense allowance of one and one-half percent (1.5%) of the gross proceeds of the Offering; and
(ii) the Representative’s Warrant, to purchase such number of Shares equal to eight percent (8%) of the Shares issued at the Closing (for the avoidance of doubt, including the Additional Shares).
Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering:
(i) An underwriting discount equal to eight percent (8%) of the aggregate gross proceeds raised in the Offering, and
(ii) a non-accountable expense allowance of one and one-half percent (1.5%) of the gross proceeds of the Offering.
Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Shares purchased) of the following compensation with respect to the Shares which they are offering:
(i) a commission equal to eight and one-half percent (8.5%) of the aggregate gross proceeds received by the Company from the sale of the Shares in the offering;
(ii) a non-accountable expense allowance of $150,000 at the Closing Date; and
(iii) an accountable expense allowance of up to $100,000, of which $60,000 has already been paid to the Underwriters as an advance against accountable expenses. Notwithstanding the foregoing, any advance received by the Representatives will be returned to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C).
Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or its designee(s) the following compensation (or pro rata portion thereof, if applicable) with respect to the Securities purchased from the Company in this Offering:
(i) an underwriting discount equal to seven and one half percent (7.5%) of the aggregate gross proceeds raised in the Offering;
(ii) a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering;
(iii) an accountable expense allowance of up to $250,000, of which $160,000 has already been paid to Revere Securities LLC as an advance against accountable expenses;
(iv) an advisory fee of $200,000 payable at the closing of the offering in connection with the Underwriters providing the Company with advisory services (“Services”), which services shall include:
a) Advice on addressing institutional investors not already known to the Company;
b) Advisory services to expand the shareholder base of the Company and to meet listing requirements;
c) Non-deal road show services as requested to introduce the Company to institutional investors throughout Europe and North America; and
d) Advice in regard to meeting the Company’s initial and continued listing requirements on Nasdaq, including monitoring shareholder counts (including the number of round lot holders) and providing such certifications and information to Nasdaq as may be necessary or requested with respect to the share holdings of accounts and customers of Revere.
e) Advice including without limitation: analysis on product, technology, market, customers and demands, supply chain as well as competitor(s); future outlook regarding both international and domestic financial markets; assistance with IPO related issues; other incidental services upon the Company’s reasonable request. For the avoidance of doubt, the Services which are to be provided by the Underwriters do not include the provision of tax, legal, regulatory, actuarial or other specialist or strategic advice or the provision of any other services and the Underwriters does not assume liability or responsibility for any such advice in connection with the provision of the Services. The term of the Services shall begin on the closing date for the offering and shall end twelve months thereafter.
