Consideration; Payment of Expenses. 3.9.1 In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriter 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 percent (7.0%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering; (ii) a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering to the Underwriter; (iii) an accountable expense allowance of up to $200,000. $100,000 has been paid to the Underwriter as a cash advance upon signing of the engagement agreement; (iv) $50,000 upon public filing of the Registration Statement with the Securities and Exchange Commission and $50,000 upon closing of the public offering; and. (v) the Company shall grant to the Underwriter or its designated affiliates share purchase warrants (the “Underwriter’s Warrants”) covering a number of shares equal to five percent (5.0%) of the total number of Public Securities sold in this offering. 3.9.2 In compliance with FINRA Rule 5110(e)(1), the Underwriter’s Warrants and the underlying securities will be locked up for 180 days beginning on the date of commencement of sales of the Offering and will expire five (5) years after the Closing Date, subject to certain exceptions as set forth in FINRA Rule 5110(e)(2). The Underwriter’s Warrants will be exercisable at a price equal to one hundred and thirty percent (130%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The Underwriter’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. However, the Underwriter’s Warrants will not be registered more than five years from the commencement of sales of the public offering pursuant to FINRA Rule 5110(g)(8)(C). The Underwriter’s Warrants and the underlying securities shall not be sold during the Offering, or 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 the securities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they may be transferred to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter will have the option to exercise, transfer or assign the Underwriter’s Warrants at any time, provided that the underlying securities shall not be transferred during the lock-up period; i.e., the Ordinary Shares underlying the Underwriter’s Warrants shall remain subject to the 180-day lock-up period. The Underwriter’s Warrants may be exercised as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s Warrants holder’s expense, and unlimited “piggyback” registration rights at the Company’s expense, will be exercisable at any time in whole or in part, during the four and a half-year period commencing six (6) months from the effective date of the Offering, in compliance with FINRA Rule 5110(g)(8)(D). The Underwriter’s Warrants will not be exercisable or convertible more than five years from the commencement of sales of the public offering pursuant to 5110(g)(8)(A). The Underwriter’s Warrants shall further provide for customary adjustment provisions for stock dividends and splits and recapitalizations to prevent dilution. 3.9.3 The Company hereby agrees to pay on each of the Closing Dates and the Option Closing Dates, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Ordinary Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Underwriter together determine; (d) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the Ordinary Shares; (j) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the fees and expenses of the Company’s accountants; (kl) the fees and expenses of the Company’s legal counsel and other agents and representatives. The Company hereby agrees to pay on each of the Closing Dates and the Option Closing Dates, if any, to the extent not paid at the Closing Date, to the Underwriter, from the gross proceeds of the Offering, for accountable legal expenses incurred by the Underwriter in connection with the transaction in the aggregate amount of $200,000 as well as non-accountable expenses (the “NAE”) including, but not limited to, background check(s), tombstones, marketing related expenses; i.e. roadshow, travel, et al. and any other expenses incurred by the Underwriter in connection with the transaction, (provided, however, that such reimbursement amount shall in no way limit or impair the indemnification and contribution provisions of this Agreement). The total NAE allowance shall be 1.0% of the gross proceeds raised in the Offering. 3.9.4 It is understood, however, that except as provided in this Section 3, and Sections 5, 8.3 and 8.4 hereof, the Underwriter will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 8 hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $100,000 as an advance to be applied towards the accountable expenses allowance (the “Advance”). Upon filing the Registration Statement with the SEC, the Company shall pay the Underwriter $50,000, and an additional $50,000 upon closing of the public offering. All documented out-of-pocket expenses of the Underwriter (including but not limited to fees and disbursements of Underwriter’s counsel and reasonable and accountable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $200,000, including the Advances. To the extent that the Underwriter’s out-of-pocket expenses are less than the Advance, the Underwriter will return to the Company that portion of the Advances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A). 3.9.5 The Underwriter 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 Underwriter’s aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.
Appears in 1 contract
Consideration; Payment of Expenses. 3.9.1 (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriter 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 six percent (7.06.0%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering;
(ii) a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering to the UnderwriterOffering;
(iii) an accountable expense allowance of up to $200,000. 225,000, of which $100,000 200,000 has already been paid to the Underwriter as a cash an advance upon signing of the engagement agreement;against accountable expenses; and
(iv) $50,000 upon public filing of the Registration Statement with the Securities and Exchange Commission and $50,000 upon closing of the public offering; and.
(v) the Company shall grant to the Underwriter or its designated affiliates share purchase warrants (the “UnderwriterRepresentative’s Warrants”) covering a number of shares equal to five seven percent (5.07.0%) of the total number of Public Securities Firm Shares and Additional Shares sold in this offeringOffering.
3.9.2 (b) In compliance with FINRA Rule 5110(e)(1), the UnderwriterRepresentative’s Warrants and the underlying securities will be locked up for 180 days beginning on following the date of commencement of sales of the Offering and will expire five three (53) years after the Closing Effective Date, subject to certain exceptions as set forth in FINRA Rule 5110(e)(2). The UnderwriterRepresentative’s Warrants are non-exercisable for six (6) months after the close of the Offering and will expire three (3) years after the sales of the Offering. The Representative’s Warrants will be exercisable at a price equal to one hundred and thirty fifteen percent (130125%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The UnderwriterRepresentative’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the UnderwriterRepresentative’s Warrants under the Act and will file all necessary undertakings in connection therewith. However, the Underwriter’s Warrants will not be registered more than five years from the commencement of sales of the public offering pursuant to FINRA Rule 5110(g)(8)(C). The UnderwriterRepresentative’s Warrants and the underlying securities shall not be sold during the Offering, or 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 the securities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they may be transferred to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter will have the option to exercise, transfer or assign the UnderwriterRepresentative’s Warrants at any time, provided that the underlying securities shall not be transferred during the lock-up period; i.e., the Ordinary Shares underlying the UnderwriterRepresentative’s Warrants shall remain subject to the 180-day lock-up period. The UnderwriterRepresentative’s Warrants may be exercised as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the UnderwriterRepresentative’s Warrants holder’s expense, and unlimited “piggyback” registration rights at the Company’s expense, will be exercisable at any time in whole or in part, during the four and each with a half-year period commencing six duration of no more than three (63) months years from the effective date of commencement of sales of the Offering, offering in compliance with FINRA Rule 5110(g)(8)(D). The Underwriter’s Warrants will not be exercisable or convertible more than five years from the commencement of sales of the public offering pursuant to 5110(g)(8)(A). The UnderwriterRepresentative’s Warrants shall further provide for customary adjustment provisions for stock dividends in the number and splits price of such warrants (and recapitalizations the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. In the event that the Company chooses to disengage or terminate Network 1 Financial Securities, Inc. as its Underwriter prior to the effectiveness of the Registration Statement but after the initial filing of the Registration Statement with the SEC (other than termination for “cause,” for Network 1 Financial Securities, Inc.’s material failure to provide the services contemplated in this Agreement, which will eliminate the Company’s obligations with respect to the payment of any fees with respect to this Section) Network 1 Financial Securities, Inc. will be due the full amount of the Representative’s Warrants that would be due to them at the Closing Date of the IPO.
3.9.3 (c) The Underwriter 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 Underwriter’ 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 on each of the Closing Dates all costs and the Option Closing Dates, if any, to the extent not paid at the Closing Date, all expenses incident to the performance Offering, including the following:
(i) all expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ and filing of the obligations Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating copies thereof to the registration of the Ordinary Shares to be sold in the Offering Underwriter and dealers;
(including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (cii) all fees and expenses relating to the listing of such in connection with filings with FINRA’s Public Securities on the Exchange and such other stock exchanges as the Company and the Underwriter together determine; Offering System;
(diii) all fees, disbursements and expenses of the Company’s counsel and disbursements relating to accountants in connection with the registration or qualification of the Public 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 travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities;
(vii) all fees and expenses in connection with any “blue skydue diligence” securities laws meetings;
(viii) all the road show expenses incurred by the Company;
(ix) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering;
(x) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities;
(xi) the cost and charges of any transfer agent or registrar for the Securities;
(xii) 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 Underwriter, not to exceed $15,000;
(xiii) the costs associated with bound volumes and mementos in such states and other jurisdictions quantities as the Underwriter may reasonably designate request, not to exceed $2,500; and
(including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (ixiv) fees and expenses of the transfer agent for the Ordinary Shares; (j) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the fees and expenses of the Company’s accountants; (kl) the fees and expenses of the CompanyUnderwriter’s legal counsel and other agents and representatives. The Company hereby agrees counsel, not to pay on each of the Closing Dates and the Option Closing Dates, if any, to the extent not paid at the Closing Date, to the Underwriter, from the gross proceeds of the Offering, for accountable legal expenses incurred by the Underwriter in connection with the transaction in the aggregate amount of exceed $200,000 as well as non-accountable expenses (the “NAE”) including, but not limited to, background check(s), tombstones, marketing related expenses; i.e. roadshow, travel, et al. and any other expenses incurred by the Underwriter in connection with the transaction, (provided, however, that such reimbursement amount shall in no way limit or impair the indemnification and contribution provisions of this Agreement). The total NAE allowance shall be 1.0% of the gross proceeds raised in the Offering75,000.
3.9.4 (e) It is understood, however, that except as provided in this Section 36, and Sections 58, 8.3 9 and 8.4 11(d) hereof, the Underwriter will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 8 12(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $100,000 200,000, including $75,000 as an advance to be applied towards the accountable expenses allowance (the “Advance”). Upon , $50,000 paid upon the first confidential filing of the Registration Statement, and $75,000 paid at the time the Company files the Registration Statement with publicly. On the SECClosing Date, the Company shall pay the Underwriter $50,000, and an additional $50,000 upon closing 25,000 such that as of the public offeringClosing Date the Company shall have paid the Underwriter a total of no more than $225,000 in respect of such accountable expenses pursuant to this Section 6(e). All documented out-of-pocket expenses of the Underwriter (including but not limited to fees and disbursements of Underwriter’s counsel Counsel and reasonable and accountable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $200,000225,000, including the Advances. To the extent that the Underwriter’s ’ out-of-pocket expenses are less than the Advance, the Underwriter will return to the Company that portion of the Advances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A).
3.9.5 The Underwriter 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 Underwriter’s aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.
Appears in 1 contract
Consideration; Payment of Expenses. 3.9.1 (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriter or its designee(stheir respective designees their pro rata portion (based on the Securities purchased) of the following compensation (or pro rata portion thereof, if applicable) with respect to the Securities purchased from the Company in this Offeringwhich they are offering:
(i) an underwriting discount equal to seven percent (7.07%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering;
(ii) a non-accountable expense allowance of one and one-half percent (1.01.5%) of the gross proceeds of the Offering to the UnderwriterOffering;
(iii) an accountable expense allowance of up to $200,000. 125,000, of which $100,000 has already been paid to the Underwriter as a cash an advance upon signing of the engagement agreement;against accountable expenses; and
(iv) $50,000 upon public filing of the Registration Statement with the Securities and Exchange Commission and $50,000 upon closing of the public offering; and.
(v) the Company shall grant to the Underwriter or its designated affiliates share purchase warrants (the “Underwriter’s Warrants”) covering a number of shares equal to five nine percent (5.09%) of the total number of Public Securities sold in this offeringFirm Shares.
3.9.2 In compliance with FINRA Rule 5110(e)(1), the (b) The Underwriter’s Warrants and the underlying securities will be locked up non-exercisable for 180 days beginning on six (6) months after the date of commencement of sales closing of the Offering and will expire five three (53) years after the Closing Effective Date, subject to certain exceptions as set forth in FINRA Rule 5110(e)(2). The Underwriter’s Warrants will be exercisable at a price equal to one hundred and thirty twenty-five percent (130125%) of the public offering price of the underlying Class A Ordinary Shares in connection with the Offering. The Underwriter’s Warrants shall not be redeemable. The Company will register the Class A Ordinary Shares underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. However, the Underwriter’s Warrants will not be registered more than five years from the commencement of sales of the public offering pursuant to FINRA Rule 5110(g)(8)(C). The Underwriter’s Warrants and the underlying securities shall may not be sold during the Offering, or sold, transferred, assigned, pledged, assigned 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 the securities by any person hypothecated for a period of 180 days beginning on six (6) months following the date of commencement of sales of the OfferingClosing, except that they may be transferred assigned, in whole or in part, to any member participating in the Offering and the officers successor, office, manager, member, or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder partner of the time period. The Underwriter will have (or its officers, managers or members of any such successor, member or partner), and to members of the option to exerciseunderwriting syndicate or selling group and their respective officers, transfer managers, members or assign the Underwriter’s Warrants at any time, provided that the underlying securities shall not be transferred during the lock-up period; i.e., the Ordinary Shares underlying the Underwriter’s Warrants shall remain subject to the 180-day lock-up periodpartners. The Underwriter’s Warrants may be exercised as to all or a lesser number of the underlying Class A Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Class A Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s Warrants holder’s expense, and unlimited “piggyback” registration rights for a period of three (3) years after the Effective Date at the Company’s expense, will be exercisable at any time in whole or in part, during the four and a half-year period commencing six (6) months from the effective date of the Offering, in compliance with FINRA Rule 5110(g)(8)(D). The Underwriter’s Warrants will not be exercisable or convertible more than five years from the commencement of sales of the public offering pursuant to 5110(g)(8)(A). The Underwriter’s Warrants shall further provide for customary adjustment provisions for stock dividends in the number and splits price of such warrants (and recapitalizations the Class A Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution.
3.9.3 (c) The Underwriter 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 Underwriter’ 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 on each of the Closing Dates all costs and the Option Closing Dates, if any, to the extent not paid at the Closing Date, all expenses incident to the performance Offering, including the following:
(i) all expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ and filing of the obligations Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating copies thereof to the registration of the Ordinary Shares to be sold in the Offering Underwriter and dealers;
(including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (cii) all fees and expenses relating to the listing of such in connection with filings with FINRA’s Public Securities on the Exchange and such other stock exchanges as the Company and the Underwriter together determine; Offering System;
(diii) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the Ordinary Shares; (j) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the fees and expenses of the Company’s accountants; counsel and accountants in connection with the registration of the Securities under the Act and the Offering;
(kliv) 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 legal counsel officers, directors and employees and any other agents and representatives. The Company hereby agrees to pay on each expense of the Closing Dates Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities;
(vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering;
(viii) the costs associated with book building, prospectus tracking and compliance software and the Option Closing Dates, if any, to cost of preparing certificates representing the extent not paid at Securities;
(ix) the Closing Date, cost and charges of any transfer agent or registrar for the Securities;
(x) 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 Underwriter, from not to exceed $15,000; and
(xi) the gross proceeds of the Offering, for accountable legal expenses incurred by costs associated with bound volumes and mementos in such quantities as the Underwriter in connection with the transaction in the aggregate amount of may reasonably request, not to exceed $200,000 as well as non-accountable expenses 25,000;
(the “NAE”e) including, but not limited to, background check(s), tombstones, marketing related expenses; i.e. roadshow, travel, et al. and any other expenses incurred by the Underwriter in connection with the transaction, (provided, however, that such reimbursement amount shall in no way limit or impair the indemnification and contribution provisions of this Agreement). The total NAE allowance shall be 1.0% of the gross proceeds raised in the Offering.
3.9.4 It is understood, however, that except as provided in this Section 36, and Sections 58, 8.3 9 and 8.4 11(d) hereof, the Underwriter will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 8 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $100,000 100,000, including $50,000 as an advance to be applied towards the accountable expenses allowance (the “AdvanceAdvances”). Upon filing the Registration Statement with the SEC, the Company shall pay the Underwriter $50,000, ) and an additional $50,000 paid upon closing the filing of the public offering. All Company’s Registration Statement, all documented out-of-pocket expenses of the Underwriter (including but not limited to fees and disbursements of Underwriter’s counsel ’ Counsel and reasonable and accountable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $200,000125,000, including the Advances. To the extent that the Underwriter’s ’ out-of-pocket expenses are less than the AdvanceAdvances, the Underwriter will return to the Company that portion of the Advances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A)expenses.
3.9.5 The Underwriter 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 Underwriter’s aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.
Appears in 1 contract
Consideration; Payment of Expenses. 3.9.1 (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriter 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 eight percent (7.08.0%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering;
(ii) a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering to the UnderwriterOffering;
(iii) an accountable expense allowance of up to $200,000. 225,000, of which $100,000 has been 150,000 previously paid to the Underwriter as a cash advance upon signing of the engagement agreement;Network 1 Financial Securities, Inc.; and
(iv) $50,000 upon public filing of the Registration Statement with the Securities and Exchange Commission and $50,000 upon closing of the public offering; and.
(v) the Company shall grant to the Underwriter or its designated affiliates share purchase warrants (the “UnderwriterRepresentative’s Warrants”) covering a number of shares equal to five seven percent (5.07.0%) of the total number of Public Securities Firm Shares and Additional Shares sold in this offeringOffering; and
(v) an out-of-pocket cost of the escrow agent or clearing agent of an amount not exceeding $12,900.
3.9.2 (b) In compliance with FINRA Rule 5110(e)(1), the UnderwriterRepresentative’s Warrants and the underlying securities will be locked up for 180 days beginning on following the date of commencement of sales of the Offering and will expire five (5) years after the Closing Effective Date, subject to certain exceptions as set forth in FINRA Rule 5110(e)(2). The UnderwriterRepresentative’s Warrants will expire five (5) years after the commencement of sales of the Offering. The Representative’s Warrants will be exercisable at a price equal to one hundred and thirty fifteen percent (130125%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The UnderwriterRepresentative’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the UnderwriterRepresentative’s Warrants under the Act and will file all necessary undertakings in connection therewith. However, the Underwriter’s Warrants will not be registered more than five years from the commencement of sales of the public offering pursuant to FINRA Rule 5110(g)(8)(C). The UnderwriterRepresentative’s Warrants and the underlying securities shall not be sold during the Offering, or 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 the securities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they may be transferred to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter will have the option to exercise, transfer or assign the UnderwriterRepresentative’s Warrants at any time, provided that the underlying securities shall not be transferred during the lock-up period; i.e., the Ordinary Shares underlying the UnderwriterRepresentative’s Warrants shall remain subject to the 180-day lock-up period. The UnderwriterRepresentative also agreed for a period of one year period immediately following the commencement of sales of this offering, it will not transfer the Representative’s Warrants or the underlying securities, except to the Representative’s officers, partners or members of the selling group. The Representative’s Warrants may be exercised as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the UnderwriterRepresentative’s Warrants holder’s expense, and unlimited “piggyback” registration rights at the Company’s expense, will be exercisable at any time in whole or in part, during the four and each with a half-year period commencing six duration of no more than five (65) months years from the effective date of commencement of sales of the Offering, offering in compliance with FINRA Rule 5110(g)(8)(D). The Underwriter’s Warrants will not be exercisable or convertible more than five years from the commencement of sales of the public offering pursuant to 5110(g)(8)(A). The UnderwriterRepresentative’s Warrants shall further provide for customary adjustment provisions for stock dividends in the number and splits price of such warrants (and recapitalizations the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. In the event that the Company chooses to disengage or terminate Alexander Capital L.P. as its Representative prior to the effectiveness of the Registration Statement but after the initial filing of the Registration Statement with the SEC (other than termination for “cause,” for Alexander Capital L.P.’s material failure to provide the services contemplated in this Agreement, which will eliminate the Company’s obligations with respect to the payment of any fees with respect to this Section) Alexander Capital L.P. will be due the full amount of the Representative’s Warrants that would be due to them at the Closing Date of the IPO.
3.9.3 (c) The Underwriter 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 Underwriter’ 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 on each of the Closing Dates all costs and the Option Closing Dates, if any, to the extent not paid at the Closing Date, all expenses incident to the performance Offering, including the following:
(i) all expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ and filing of the obligations Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating copies thereof to the registration of the Ordinary Shares to be sold in the Offering Underwriter and dealers;
(including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (cii) all fees and expenses relating to the listing of such in connection with filings with FINRA’s Public Securities on the Exchange and such other stock exchanges as the Company and the Underwriter together determine; Offering System;
(diii) all fees, disbursements and expenses of the Company’s counsel and disbursements relating to accountants in connection with the registration or qualification of the Public 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 travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities;
(vii) all fees and expenses in connection with any “blue skydue diligence” securities laws meetings;
(viii) all the road show expenses incurred by the Company;
(ix) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering;
(x) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities;
(xi) the cost and charges of any transfer agent or registrar for the Securities;
(xii) 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 Underwriter, not to exceed $15,000;
(xiii) the costs associated with bound volumes and mementos in such states and other jurisdictions quantities as the Underwriter may reasonably designate request, not to exceed $2,500; and
(including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (ixiv) fees and expenses of the transfer agent for the Ordinary Shares; (j) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the fees and expenses of the Company’s accountants; (kl) the fees and expenses of the CompanyUnderwriter’s legal counsel and other agents and representatives. The Company hereby agrees counsel, not to pay on each of the Closing Dates and the Option Closing Dates, if any, to the extent not paid at the Closing Date, to the Underwriter, from the gross proceeds of the Offering, for accountable legal expenses incurred by the Underwriter in connection with the transaction in the aggregate amount of exceed $200,000 as well as non-accountable expenses (the “NAE”) including, but not limited to, background check(s), tombstones, marketing related expenses; i.e. roadshow, travel, et al. and any other expenses incurred by the Underwriter in connection with the transaction, (provided, however, that such reimbursement amount shall in no way limit or impair the indemnification and contribution provisions of this Agreement). The total NAE allowance shall be 1.0% of the gross proceeds raised in the Offering75,000.
3.9.4 (e) It is understood, however, that except as provided in this Section 36, and Sections 58, 8.3 9 and 8.4 11(d) hereof, the Underwriter will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 8 12(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $100,000 175,000, including $150,000 previously paid to Network 1 Financial Securities, Inc, $25,000 as an advance to be applied towards the accountable expenses allowance (the “Advance”). Upon filing .. On the Registration Statement with the SECClosing Date, the Company shall pay the Underwriter $50,000, and an additional $50,000 upon closing such that as of the public offeringClosing Date the Company shall have paid the Underwriter a total of no more than $225,000 in respect of such accountable expenses pursuant to this Section 6(e). All documented out-of-pocket expenses of the Underwriter (including but not limited to fees and disbursements of Underwriter’s counsel Counsel and reasonable and accountable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $200,000225,000, including the Advances. To the extent that the Underwriter’s ’ out-of-pocket expenses are less than the Advance, the Underwriter will return to the Company that portion of the Advances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A).
3.9.5 The Underwriter 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 Underwriter’s aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.
Appears in 1 contract
Consideration; Payment of Expenses. 3.9.1 (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriter 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 six percent (7.06.0%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering;
(ii) a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering to the UnderwriterOffering;
(iii) an accountable expense allowance of up to $200,000. 250,000, of which $100,000 200,000 has already been paid to the Underwriter as a cash an advance upon signing of the engagement agreement;against accountable expenses; and
(iv) $50,000 upon public filing of the Registration Statement with the Securities and Exchange Commission and $50,000 upon closing of the public offering; and.
(v) the Company shall grant to the Underwriter or its designated affiliates share purchase warrants (the “UnderwriterRepresentative’s Warrants”) covering a number of shares equal to five fifteen percent (5.015.0%) of the total number of Public Securities Firm Shares and Additional Shares sold in this offeringOffering.
3.9.2 (b) In compliance with FINRA Rule 5110(e)(1), the UnderwriterRepresentative’s Warrants and the underlying securities will be locked up for 180 days beginning on the date of commencement of sales of the Offering and will expire five three (53) years after the Closing Effective Date, subject to certain exceptions as set forth in FINRA Rule 5110(e)(2). The UnderwriterRepresentative’s Warrants are non-exercisable for six (6) months after the close of the Offering and will expire three (3) years after the sales of the Offering. The Representative’s Warrants will be exercisable at a price equal to one hundred and thirty fifteen percent (130115%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The UnderwriterRepresentative’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the UnderwriterRepresentative’s Warrants under the Act and will file all necessary undertakings in connection therewith. However, the Underwriter’s Warrants will not be registered more than five years from the commencement of sales of the public offering pursuant to FINRA Rule 5110(g)(8)(C). The UnderwriterRepresentative’s Warrants and the underlying securities shall not be sold during the Offering, or 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 the securities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they may be transferred to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter will have the option to exercise, transfer or assign the UnderwriterRepresentative’s Warrants at any time, provided that the underlying securities shall not be transferred during the lock-up period; i.e., the Ordinary Shares underlying the UnderwriterRepresentative’s Warrants shall remain subject to the 180-day lock-up period. The UnderwriterRepresentative’s Warrants may be exercised as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the UnderwriterRepresentative’s Warrants holder’s expense, and unlimited “piggyback” registration rights at the Company’s expense, will be exercisable at any time in whole or in part, during the four and each with a half-year period commencing six duration of no more than three (63) months years from the effective date of commencement of sales of the Offering, offering in compliance with FINRA Rule 5110(g)(8)(D). The Underwriter’s Warrants will not be exercisable or convertible more than five years from the commencement of sales of the public offering pursuant to 5110(g)(8)(A). The UnderwriterRepresentative’s Warrants shall further provide for customary adjustment provisions for stock dividends in the number and splits price of such warrants (and recapitalizations the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. In the event that the Company chooses to disengage or terminate Network 1 Financial Securities, Inc. as its Underwriter prior to the effectiveness of the Registration Statement but after the initial filing of the Registration Statement with the SEC, Network 1 Financial Securities, Inc. will be due the full amount of the Representative’s Warrants that would be due to them at the Closing Date of the IPO.
3.9.3 (c) The Underwriter 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 Underwriter’ 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 on each of the Closing Dates all costs and the Option Closing Dates, if any, to the extent not paid at the Closing Date, all expenses incident to the performance Offering, including the following:
(i) all expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ and filing of the obligations Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating copies thereof to the registration of the Ordinary Shares to be sold in the Offering Underwriter and dealers;
(including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (cii) all fees and expenses relating to the listing of such in connection with filings with FINRA’s Public Securities on the Exchange and such other stock exchanges as the Company and the Underwriter together determine; Offering System;
(diii) all fees, disbursements and expenses of the Company’s counsel and disbursements relating to accountants in connection with the registration or qualification of the Public 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 travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities;
(vii) all fees and expenses in connection with any “blue skydue diligence” securities laws meetings;
(viii) all the road show expenses incurred by the Company;
(ix) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering;
(x) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities;
(xi) the cost and charges of any transfer agent or registrar for the Securities;
(xii) 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 Underwriter, not to exceed $15,000;
(xiii) the costs associated with bound volumes and mementos in such states and other jurisdictions quantities as the Underwriter may reasonably designate request, not to exceed $2,500; and
(including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (ixiv) fees and expenses of the transfer agent for the Ordinary Shares; (j) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the fees and expenses of the Company’s accountants; (kl) the fees and expenses of the CompanyUnderwriter’s legal counsel and other agents and representatives. The Company hereby agrees counsel, not to pay on each of the Closing Dates and the Option Closing Dates, if any, to the extent not paid at the Closing Date, to the Underwriter, from the gross proceeds of the Offering, for accountable legal expenses incurred by the Underwriter in connection with the transaction in the aggregate amount of exceed $200,000 as well as non-accountable expenses (the “NAE”) including, but not limited to, background check(s), tombstones, marketing related expenses; i.e. roadshow, travel, et al. and any other expenses incurred by the Underwriter in connection with the transaction, (provided, however, that such reimbursement amount shall in no way limit or impair the indemnification and contribution provisions of this Agreement). The total NAE allowance shall be 1.0% of the gross proceeds raised in the Offering75,000.
3.9.4 (e) It is understood, however, that except as provided in this Section 36, and Sections 58, 8.3 9 and 8.4 11(d) hereof, the Underwriter will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 8 12(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $100,000 200,000, including $75,000 as an advance to be applied towards the accountable expenses allowance (the “Advance”). Upon , $50,000 paid upon the first confidential filing of the Registration Statement, and $75,000 paid at the time the Company files the Registration Statement with publicly. On the SECClosing Date, the Company shall pay the Underwriter $50,000, and an additional $50,000 upon closing such that as of the public offeringClosing Date the Company shall have paid the Underwriter a total of no more than $250,000 in respect of such accountable expenses pursuant to this Section 6(e). All documented out-of-pocket expenses of the Underwriter (including but not limited to fees and disbursements of Underwriter’s counsel Counsel and reasonable and accountable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $200,000250,000, including the Advances. To the extent that the Underwriter’s ’ out-of-pocket expenses are less than the Advance, the Underwriter will return to the Company that portion of the Advances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A).
3.9.5 The Underwriter 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 Underwriter’s aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.
Appears in 1 contract
Consideration; Payment of Expenses. 3.9.1 (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriter 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 eight percent (7.08.0%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering;
(ii) a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering to the UnderwriterOffering;
(iii) an accountable expense allowance of up to $200,000. 225,000, of which $100,000 has been 150,000 previously paid to the Underwriter as a cash advance upon signing of the engagement agreement;Network 1 Financial Securities, Inc.; and
(iv) $50,000 upon public filing of the Registration Statement with the Securities and Exchange Commission and $50,000 upon closing of the public offering; and.
(v) the Company shall grant to the Underwriter or its designated affiliates share purchase warrants (the “UnderwriterRepresentative’s Warrants”) covering a number of shares equal to five seven percent (5.07.0%) of the total number of Public Securities Firm Shares and Additional Shares sold in this offeringOffering; and
(v) an out-of-pocket cost of the escrow agent or clearing agent of an amount not exceeding $12,900.
3.9.2 (b) In compliance with FINRA Rule 5110(e)(1), the UnderwriterRepresentative’s Warrants and the underlying securities will be locked up for 180 days beginning on following the date of commencement of sales of the Offering and will expire five (5) years after the Closing Effective Date, subject to certain exceptions as set forth in FINRA Rule 5110(e)(2). The UnderwriterRepresentative’s Warrants will expire five (5) years after the commencement of sales of the Offering. The Representative’s Warrants will be exercisable at a price equal to one hundred and thirty twenty-five percent (130125%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The UnderwriterRepresentative’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the UnderwriterRepresentative’s Warrants under the Act and will file all necessary undertakings in connection therewith. However, the Underwriter’s Warrants will not be registered more than five years from the commencement of sales of the public offering pursuant to FINRA Rule 5110(g)(8)(C). The UnderwriterRepresentative’s Warrants and the underlying securities shall not be sold during the Offering, or 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 the securities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they may be transferred to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter will have the option to exercise, transfer or assign the UnderwriterRepresentative’s Warrants at any time, provided that the underlying securities shall not be transferred during the lock-up period; i.e., the Ordinary Shares underlying the UnderwriterRepresentative’s Warrants shall remain subject to the 180-day lock-up period. The UnderwriterRepresentative also agreed for a period of one year period immediately following the commencement of sales of this offering, it will not transfer the Representative’s Warrants or the underlying securities, except to the Representative’s officers, partners or members of the selling group. The Representative’s Warrants may be exercised as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the UnderwriterRepresentative’s Warrants holder’s expense, and unlimited “piggyback” registration rights at the Company’s expense, will be exercisable at any time in whole or in part, during the four and each with a half-year period commencing six duration of no more than five (65) months years from the effective date of commencement of sales of the Offering, offering in compliance with FINRA Rule 5110(g)(8)(D). The Underwriter’s Warrants will not be exercisable or convertible more than five years from the commencement of sales of the public offering pursuant to 5110(g)(8)(A). The UnderwriterRepresentative’s Warrants shall further provide for customary adjustment provisions for stock dividends in the number and splits price of such warrants (and recapitalizations the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. In the event that the Company chooses to disengage or terminate Alexander Capital L.P. as its Representative prior to the effectiveness of the Registration Statement but after the initial filing of the Registration Statement with the SEC (other than termination for “cause,” for Alexander Capital L.P.’s material failure to provide the services contemplated in this Agreement, which will eliminate the Company’s obligations with respect to the payment of any fees with respect to this Section) Alexander Capital L.P. will be due the full amount of the Representative’s Warrants that would be due to them at the Closing Date of the IPO.
3.9.3 (c) The Underwriter 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 Underwriter’ 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 on each of the Closing Dates all costs and the Option Closing Dates, if any, to the extent not paid at the Closing Date, all expenses incident to the performance Offering, including the following:
(i) all expenses in connection with the preparation, printing, formatting for EDGAR and filing of the obligations Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating copies thereof to the registration of the Ordinary Shares to be sold in the Offering Underwriter and dealers;
(including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (cii) all fees and expenses relating to the listing of such in connection with filings with FINRA’s Public Securities on the Exchange and such other stock exchanges as the Company and the Underwriter together determine; Offering System;
(diii) all fees, disbursements and expenses of the Company’s counsel and disbursements relating to accountants in connection with the registration or qualification of the Public 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 travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities;
(vii) all fees and expenses in connection with any “blue skydue diligence” securities laws meetings;
(viii) all the road show expenses incurred by the Company;
(ix) any share transfer taxes or other taxes incurred in connection with this Agreement or the Offering;
(x) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities;
(xi) the cost and charges of any transfer agent or registrar for the Securities;
(xii) 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 Underwriter, not to exceed $15,000;
(xiii) the costs associated with bound volumes and mementos in such states and other jurisdictions quantities as the Underwriter may reasonably designate request, not to exceed $2,500; and
(including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (ixiv) fees and expenses of the transfer agent for the Ordinary Shares; (j) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the fees and expenses of the Company’s accountants; (kl) the fees and expenses of the CompanyUnderwriter’s legal counsel and other agents and representatives. The Company hereby agrees counsel, not to pay on each of the Closing Dates and the Option Closing Dates, if any, to the extent not paid at the Closing Date, to the Underwriter, from the gross proceeds of the Offering, for accountable legal expenses incurred by the Underwriter in connection with the transaction in the aggregate amount of exceed $200,000 as well as non-accountable expenses (the “NAE”) including, but not limited to, background check(s), tombstones, marketing related expenses; i.e. roadshow, travel, et al. and any other expenses incurred by the Underwriter in connection with the transaction, (provided, however, that such reimbursement amount shall in no way limit or impair the indemnification and contribution provisions of this Agreement). The total NAE allowance shall be 1.0% of the gross proceeds raised in the Offering75,000.
3.9.4 (e) It is understood, however, that except as provided in this Section 36, and Sections 58, 8.3 9 and 8.4 11(d) hereof, the Underwriter will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 8 12(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $100,000 175,000, including $150,000 previously paid to Network 1 Financial Securities, Inc, $25,000 as an advance to be applied towards the accountable expenses allowance (the “Advance”). Upon filing .. On the Registration Statement with the SECClosing Date, the Company shall pay the Underwriter $50,000, and an additional $50,000 upon closing such that as of the public offeringClosing Date the Company shall have paid the Underwriter a total of no more than $225,000 in respect of such accountable expenses pursuant to this Section 6(e). All documented out-of-pocket expenses of the Underwriter (including but not limited to fees and disbursements of Underwriter’s counsel Counsel and reasonable and accountable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $200,000225,000, including the Advances. To the extent that the Underwriter’s ’ out-of-pocket expenses are less than the Advance, the Underwriter will return to the Company that portion of the Advances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A).
3.9.5 The Underwriter 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 Underwriter’s aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.
Appears in 1 contract
Consideration; Payment of Expenses. 3.9.1 (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriter 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 percent (7.0%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering;
(ii) a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering to the UnderwriterOffering;
(iii) an accountable expense allowance of up to $200,000. 225,000, of which $100,000 200,000 has already been paid to the Underwriter as a cash an advance upon signing of the engagement agreement;against accountable expenses; and
(iv) $50,000 upon public filing of the Registration Statement with the Securities and Exchange Commission and $50,000 upon closing of the public offering; and.
(v) the Company shall grant to the Underwriter or its designated affiliates share purchase warrants (the “UnderwriterRepresentative’s Warrants”) covering a number of shares equal to five seven percent (5.07.0%) of the total number of Public Securities Firm Shares and Additional Shares sold in this offeringOffering.
3.9.2 (b) In compliance with FINRA Rule 5110(e)(1), the UnderwriterRepresentative’s Warrants and the underlying securities will be locked up for 180 days beginning on following the date of commencement of sales of the Offering and will expire five three (53) years after the Closing Effective Date, subject to certain exceptions as set forth in FINRA Rule 5110(e)(2). The UnderwriterRepresentative’s Warrants are non-exercisable for six (6) months after the close of the Offering and will expire three (3) years after the sales of the Offering. The Representative’s Warrants will be exercisable at a price equal to one hundred and thirty fifteen percent (130125%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The UnderwriterRepresentative’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the UnderwriterRepresentative’s Warrants under the Act and will file all necessary undertakings in connection therewith. However, the Underwriter’s Warrants will not be registered more than five years from the commencement of sales of the public offering pursuant to FINRA Rule 5110(g)(8)(C). The UnderwriterRepresentative’s Warrants and the underlying securities shall not be sold during the Offering, or 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 the securities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they may be transferred to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter will have the option to exercise, transfer or assign the UnderwriterRepresentative’s Warrants at any time, provided that the underlying securities shall not be transferred during the lock-up period; i.e., the Ordinary Shares underlying the UnderwriterRepresentative’s Warrants shall remain subject to the 180-day lock-up period. The UnderwriterRepresentative’s Warrants may be exercised as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the UnderwriterRepresentative’s Warrants holder’s expense, and unlimited “piggyback” registration rights at the Company’s expense, will be exercisable at any time in whole or in part, during the four and each with a half-year period commencing six duration of no more than three (63) months years from the effective date of commencement of sales of the Offering, offering in compliance with FINRA Rule 5110(g)(8)(D). The Underwriter’s Warrants will not be exercisable or convertible more than five years from the commencement of sales of the public offering pursuant to 5110(g)(8)(A). The UnderwriterRepresentative’s Warrants shall further provide for customary adjustment provisions for stock dividends in the number and splits price of such warrants (and recapitalizations the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. In the event that the Company chooses to disengage or terminate Network 1 Financial Securities, Inc. as its Underwriter prior to the effectiveness of the Registration Statement but after the initial filing of the Registration Statement with the SEC (other than termination for “cause,” for Network 1 Financial Securities, Inc.’s material failure to provide the services contemplated in this Agreement, which will eliminate the Company’s obligations with respect to the payment of any fees with respect to this Section) Network 1 Financial Securities, Inc. will be due the full amount of the Representative’s Warrants that would be due to them at the Closing Date of the IPO.
3.9.3 (c) The Underwriter 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 Underwriter’ 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 on each of the Closing Dates all costs and the Option Closing Dates, if any, to the extent not paid at the Closing Date, all expenses incident to the performance Offering, including the following:
(i) all expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ and filing of the obligations Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating copies thereof to the registration of the Ordinary Shares to be sold in the Offering Underwriter and dealers;
(including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (cii) all fees and expenses relating to the listing of such in connection with filings with FINRA’s Public Securities on the Exchange and such other stock exchanges as the Company and the Underwriter together determine; Offering System;
(diii) all fees, disbursements and expenses of the Company’s counsel and disbursements relating to accountants in connection with the registration or qualification of the Public 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 travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities;
(vii) all fees and expenses in connection with any “blue skydue diligence” securities laws meetings;
(viii) all the road show expenses incurred by the Company;
(ix) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering;
(x) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities;
(xi) the cost and charges of any transfer agent or registrar for the Securities;
(xii) 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 Underwriter, not to exceed $15,000;
(xiii) the costs associated with bound volumes and mementos in such states and other jurisdictions quantities as the Underwriter may reasonably designate request, not to exceed $2,500; and
(including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (ixiv) fees and expenses of the transfer agent for the Ordinary Shares; (j) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the fees and expenses of the Company’s accountants; (kl) the fees and expenses of the CompanyUnderwriter’s legal counsel and other agents and representatives. The Company hereby agrees counsel, not to pay on each of the Closing Dates and the Option Closing Dates, if any, to the extent not paid at the Closing Date, to the Underwriter, from the gross proceeds of the Offering, for accountable legal expenses incurred by the Underwriter in connection with the transaction in the aggregate amount of exceed $200,000 as well as non-accountable expenses (the “NAE”) including, but not limited to, background check(s), tombstones, marketing related expenses; i.e. roadshow, travel, et al. and any other expenses incurred by the Underwriter in connection with the transaction, (provided, however, that such reimbursement amount shall in no way limit or impair the indemnification and contribution provisions of this Agreement). The total NAE allowance shall be 1.0% of the gross proceeds raised in the Offering75,000.
3.9.4 (e) It is understood, however, that except as provided in this Section 36, and Sections 58, 8.3 9 and 8.4 11(d) hereof, the Underwriter will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 8 12(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $100,000 200,000, including $75,000 as an advance to be applied towards the accountable expenses allowance (the “Advance”). Upon , $50,000 paid upon the first confidential filing of the Registration Statement, and $75,000 paid at the time the Company files the Registration Statement with publicly. On the SECClosing Date, the Company shall pay the Underwriter $50,000, and an additional $50,000 upon closing 25,000 such that as of the public offeringClosing Date the Company shall have paid the Underwriter a total of no more than $225,000 in respect of such accountable expenses pursuant to this Section 6(e). All documented out-of-pocket expenses of the Underwriter (including but not limited to fees and disbursements of Underwriter’s counsel Counsel and reasonable and accountable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $200,000225,000, including the Advances. To the extent that the Underwriter’s ’ out-of-pocket expenses are less than the Advance, the Underwriter will return to the Company that portion of the Advances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A).
3.9.5 The Underwriter 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 Underwriter’s aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.
Appears in 1 contract
Consideration; Payment of Expenses. 3.9.1 (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriter 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 percent (7.0%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering;
(ii) a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering to the UnderwriterOffering;
(iii) an accountable expense allowance of up to $200,000. 150,000, of which $100,000 75,000 has already been paid to the Underwriter as a cash an advance upon signing of the engagement agreement;against accountable expenses; and
(iv) $50,000 upon public filing of the Registration Statement with the Securities and Exchange Commission and $50,000 upon closing of the public offering; and.
(v) the Company shall grant to the Underwriter or its designated affiliates share purchase warrants (the “Underwriter’s Warrants”) covering a number of shares equal to five seven percent (5.07.0%) of the total number of Public Securities Firm Shares and Additional Shares sold in this offering.
3.9.2 (b) In compliance with FINRA Rule 5110(e)(1), the Underwriter’s Warrants and the underlying securities will be locked up for 180 days beginning on the date of commencement of sales of the Offering and will expire five (5) years after the Closing Effective Date, subject to certain exceptions as set forth in FINRA Rule 5110(e)(2). The Underwriter’s Warrants will be exercisable at a price equal to one hundred and thirty forty percent (130140%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The Underwriter’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. However, the Underwriter’s Warrants will not be registered more than five years from the commencement of sales of the public offering pursuant to FINRA Rule 5110(g)(8)(C). The Underwriter’s Warrants and the underlying securities shall not be sold during the Offering, or 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 the securities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they may be transferred to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter will have the option to exercise, transfer or assign the Underwriter’s Warrants at any time, provided that the underlying securities shall not be transferred during the lock-up period; i.e., the Ordinary Shares underlying the Underwriter’s Warrants shall remain subject to the 180-day lock-up period. The Underwriter’s Warrants may be exercised as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s Warrants holder’s expense, and unlimited “piggyback” registration rights at the Company’s expense, will be exercisable at any time in whole or in part, during the four and each with a half-year period commencing six (6) months duration of no more than five years from the effective date of commencement of sales of the Offering, offering in compliance with FINRA Rule 5110(g)(8)(D). The Underwriter’s Warrants will not be exercisable or convertible more than five years from the commencement of sales of the public offering pursuant to 5110(g)(8)(A). The Underwriter’s Warrants shall further provide for customary adjustment provisions for stock dividends in the number and splits price of such warrants (and recapitalizations the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution.
3.9.3 (c) The Underwriter 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 Underwriter’ 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 on each of the Closing Dates all costs and the Option Closing Dates, if any, to the extent not paid at the Closing Date, all expenses incident to the performance Offering, including the following:
(i) all expenses in connection with the preparation, printing, formatting for E▇▇▇▇ and filing of the obligations Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating copies thereof to the registration of the Ordinary Shares to be sold in the Offering Underwriter and dealers;
(including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (cii) all fees and expenses relating to the listing of such in connection with filings with FINRA’s Public Securities on the Exchange and such other stock exchanges as the Company and the Underwriter together determine; Offering System;
(diii) all fees, disbursements and expenses of the Company’s counsel and disbursements relating to accountants in connection with the registration or qualification of the Public 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 travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities;
(vii) all fees and expenses in connection with any “blue skydue diligence” securities laws meetings;
(viii) all the road show expenses incurred by the Company;
(ix) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering;
(x) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities;
(xi) the cost and charges of any transfer agent or registrar for the Securities;
(xii) 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 Underwriter, not to exceed $15,000;
(xiii) the costs associated with bound volumes and mementos in such states and other jurisdictions quantities as the Underwriter may reasonably designate request, not to exceed $2,500; and
(including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (ixiv) fees and expenses of the transfer agent for the Ordinary Shares; (j) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the fees and expenses of the Company’s accountants; (kl) the fees and expenses of the CompanyUnderwriter’s legal counsel and other agents and representatives. The Company hereby agrees counsel, not to pay on each of the Closing Dates and the Option Closing Dates, if any, to the extent not paid at the Closing Date, to the Underwriter, from the gross proceeds of the Offering, for accountable legal expenses incurred by the Underwriter in connection with the transaction in the aggregate amount of exceed $200,000 as well as non-accountable expenses (the “NAE”) including, but not limited to, background check(s), tombstones, marketing related expenses; i.e. roadshow, travel, et al. and any other expenses incurred by the Underwriter in connection with the transaction, (provided, however, that such reimbursement amount shall in no way limit or impair the indemnification and contribution provisions of this Agreement). The total NAE allowance shall be 1.0% of the gross proceeds raised in the Offering75,000.
3.9.4 (e) It is understood, however, that except as provided in this Section 36, and Sections 58, 8.3 9 and 8.4 11(d) hereof, the Underwriter will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 8 12(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $100,000 125,000, including $75,000 as an advance to be applied towards the accountable expenses allowance (the “Advance”). Upon filing ) and $50,000 paid at the time the Company files the Registration Statement with publicly. On the SECClosing Date, the Company shall pay the Underwriter $50,000, and an additional $50,000 upon closing 25,000 such that as of the public offeringClosing Date the Company shall have paid the Underwriter a total of no more than $150,000 in respect of such accountable expenses pursuant to this Section 6(e). All documented out-of-pocket expenses of the Underwriter (including but not limited to fees and disbursements of Underwriter’s counsel Counsel and reasonable and accountable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $200,000150,000, including the Advances. To the extent that the Underwriter’s ’ out-of-pocket expenses are less than the Advance, the Underwriter will return to the Company that portion of the Advances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A).
3.9.5 The Underwriter 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 Underwriter’s aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.
Appears in 1 contract
Sources: Underwriting Agreement (Starbox Group Holdings Ltd.)
Consideration; Payment of Expenses. 3.9.1 In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriter 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 percent (7.0%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering;
(ii) a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering to the Underwriter;
(iii) an accountable expense allowance of up to $200,000. $100,000 has been paid to the Underwriter as a cash advance upon signing of the engagement agreement;
(iv) $50,000 upon public filing of the Registration Statement with the Securities and Exchange Commission and $50,000 upon closing of the public offering; and.
(v) the Company shall grant to the Underwriter or its designated affiliates share purchase warrants (the “Underwriter’s Warrants”) covering a number of shares equal to five percent (5.0%) of the total number of Public Securities sold in this offering.
3.9.2 In compliance with FINRA Rule 5110(e)(1), the Underwriter’s Warrants and the underlying securities will be locked up for 180 days beginning on the date of commencement of sales of the Offering and will expire five (5) years after the Closing Date, subject to certain exceptions as set forth in FINRA Rule 5110(e)(2). The Underwriter’s Warrants will be exercisable at a price equal to one hundred and thirty percent (130%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The Underwriter’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. However, the Underwriter’s Warrants will not be registered more than five years from the commencement of sales of the public offering pursuant to FINRA Rule 5110(g)(8)(C). The Underwriter’s Warrants and the underlying securities shall not be sold during the Offering, or 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 the securities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they may be transferred to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter will have the option to exercise, transfer or assign the Underwriter’s Warrants at any time, provided that the underlying securities shall not be transferred during the lock-up period; i.e., the Ordinary Shares underlying the Underwriter’s Warrants shall remain subject to the 180-day lock-up period. The Underwriter’s Warrants may be exercised as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise if there is no effective registration statement registering the issuance of the shares underlying the Underwriters’ Warrants and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s Warrants holder’s expense, and unlimited “piggyback” registration rights at the Company’s expense, will be exercisable at any time in whole or in part, during the four and a half-year period commencing six (6) months from the effective date of the Offering, in compliance with FINRA Rule 5110(g)(8)(D). The Underwriter’s Warrants will not be exercisable or convertible more than five years from the commencement of sales of the public offering pursuant to 5110(g)(8)(A). The Underwriter’s Warrants shall further provide for customary adjustment provisions for stock dividends and splits and recapitalizations to prevent dilution.
3.9.3 The Company hereby agrees to pay on each of the Closing Dates and the Option Closing Dates, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Ordinary Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Underwriter together determine; (d) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the Ordinary Shares; (j) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the fees and expenses of the Company’s accountants; (kl) the fees and expenses of the Company’s legal counsel and other agents and representatives. The Company hereby agrees to pay on each of the Closing Dates and the Option Closing Dates, if any, to the extent not paid at the Closing Date, to the Underwriter, from the gross proceeds of the Offering, for accountable legal expenses incurred by the Underwriter in connection with the transaction in the aggregate amount of $200,000 as well as non-accountable expenses (the “NAE”) including, but not limited to, background check(s), tombstones, marketing related expenses; i.e. roadshow, travel, et al. and any other expenses incurred by the Underwriter in connection with the transaction, (provided, however, that such reimbursement amount shall in no way limit or impair the indemnification and contribution provisions of this Agreement). The total NAE allowance shall be 1.0% of the gross proceeds raised in the Offering.
3.9.4 It is understood, however, that except as provided in this Section 3, and Sections 5, 8.3 and 8.4 hereof, the Underwriter will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 8 hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $100,000 as an advance to be applied towards the accountable expenses allowance (the “Advance”). Upon filing the Registration Statement with the SEC, the Company shall pay the Underwriter $50,000, and an additional $50,000 upon closing of the public offering. All documented out-of-pocket expenses of the Underwriter (including but not limited to fees and disbursements of Underwriter’s counsel and reasonable and accountable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $200,000, including the Advances. To the extent that the Underwriter’s out-of-pocket expenses are less than the Advance, the Underwriter will return to the Company that portion of the Advances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A).
3.9.5 The Underwriter 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 Underwriter’s aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.
Appears in 1 contract
Consideration; Payment of Expenses. 3.9.1 (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriter 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 percent (7.0%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the OfferingOffering for investors that are introduced by the Underwriter and an underwriting discount equal to four percent (4.0%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering for investors introduced by the Company;
(ii) a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering to the UnderwriterOffering;
(iii) an accountable expense allowance of up to $200,000. $100,000 US$165,000, of which US$155,000 has already been paid to the Underwriter as a cash an advance upon signing of the engagement agreement;against accountable expenses; and
(iv) $50,000 upon public filing of the Registration Statement with the Securities and Exchange Commission and $50,000 upon closing of the public offering; and.
(v) the Company shall grant to the Underwriter or its designated affiliates share purchase warrants (the “Underwriter’s Warrants”) covering a number of shares equal to five seven percent (5.07.0%) of the total number of Public Securities Firm Shares and Additional Shares sold in this offeringOffering.
3.9.2 (b) In compliance with FINRA Rule 5110(e)(1), the Underwriter’s Warrants and the underlying securities will be locked up for 180 days beginning on the date of commencement of sales of the Offering and will expire five (5) years after the Closing Effective Date, subject to certain exceptions as set forth in FINRA Rule 5110(e)(2). The Underwriter’s Warrants will be exercisable at a price equal to one hundred and thirty twenty percent (130120%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The Underwriter’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. However, the Underwriter’s Warrants will not be registered more than five years from the commencement of sales of the public offering pursuant to FINRA Rule 5110(g)(8)(C). The Underwriter’s Warrants and the underlying securities shall not be sold during the Offering, or 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 the securities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they may be transferred to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter will have the option to exercise, transfer or assign the Underwriter’s Warrants at any time, provided that the underlying securities shall not be transferred during the lock-up period; i.e., the Ordinary Shares underlying the Underwriter’s Warrants shall remain subject to the 180-day lock-up period. The Underwriter’s Warrants may be exercised as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s Warrants holder’s expense, and unlimited “piggyback” registration rights at the Company’s expense, will be exercisable at any time in whole or in part, during the four and a half-year period commencing six (6) months from the effective date of the Offering, in compliance with FINRA Rule 5110(g)(8)(D). The Underwriter’s Warrants will not be exercisable or convertible more than five years from the commencement of sales of the public offering pursuant to 5110(g)(8)(A)exercise. The Underwriter’s Warrants shall further provide for customary adjustment provisions for stock dividends in the number and splits price of such warrants (and recapitalizations the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution.
3.9.3 (c) The Underwriter 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 Underwriter’ 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 on each of the Closing Dates all costs and the Option Closing Dates, if any, to the extent not paid at the Closing Date, all expenses incident to the performance Offering, including the following:
(i) all expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ and filing of the obligations Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating copies thereof to the registration of the Ordinary Shares to be sold in the Offering Underwriter and dealers;
(including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (cii) all fees and expenses relating to the listing of such in connection with filings with FINRA’s Public Securities on the Exchange and such other stock exchanges as the Company and the Underwriter together determine; Offering System;
(diii) all fees, disbursements and expenses of the Company’s counsel and disbursements relating to accountants in connection with the registration or qualification of the Public 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 travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities;
(vii) all fees and expenses in connection with any “blue skydue diligence” securities laws meetings incurred by the Company;
(viii) all the road show expenses incurred by the Company;
(ix) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering;
(x) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities;
(xi) the cost and charges of any transfer agent or registrar for the Securities;
(xii) 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 Underwriter, not to exceed US$15,000;
(xiii) the costs associated with bound volumes and mementos in such states and other jurisdictions quantities as the Underwriter may reasonably designate request, not to exceed US$2,500; and
(including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (ixiv) fees and expenses of the transfer agent for the Ordinary Shares; (j) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the fees and expenses of the Company’s accountants; (kl) the fees and expenses of the CompanyUnderwriter’s legal counsel and other agents and representatives. The Company hereby agrees counsel, not to pay on each of the Closing Dates and the Option Closing Dates, if any, to the extent not paid at the Closing Date, to the Underwriter, from the gross proceeds of the Offering, for accountable legal expenses incurred by the Underwriter in connection with the transaction in the aggregate amount of $200,000 as well as non-accountable expenses (the “NAE”) including, but not limited to, background check(s), tombstones, marketing related expenses; i.e. roadshow, travel, et al. and any other expenses incurred by the Underwriter in connection with the transaction, (provided, however, that such reimbursement amount shall in no way limit or impair the indemnification and contribution provisions of this Agreement). The total NAE allowance shall be 1.0% of the gross proceeds raised in the Offeringexceed US$75,000.
3.9.4 (e) It is understood, however, that except as provided in this Section 36, and Sections 58, 8.3 9 and 8.4 11(d) hereof, the Underwriter will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 8 12(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $100,000 US$155,000, including US$75,000 paid upon the execution of the certain engagement letter between the Company and the Underwriter, dated July 1, 2022 and US$80,000 paid at the time the Company filed the Registration Statement publicly, as an advance advances to be applied towards the accountable expenses allowance (collectively the “AdvanceAdvances”). Upon filing On the Registration Statement with the SECClosing Date, the Company shall pay the Underwriter $50,000, and an additional $50,000 upon closing US$10,000 such that as of the public offeringClosing Date the Company shall have paid the Underwriter a total of no more than US$165,000 in respect of such accountable expenses pursuant to this Section 6(e). All documented out-of-pocket expenses of the Underwriter (including but not limited to fees and disbursements of Underwriter’s counsel Counsel and reasonable and accountable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $200,000US$165,000, including the Advances. To the extent that the Underwriter’s ’ out-of-pocket expenses are less than the AdvanceAdvances, the Underwriter will return to the Company that portion of the Advances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A).
3.9.5 The Underwriter 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 Underwriter’s aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.
Appears in 1 contract
Consideration; Payment of Expenses. 3.9.1 (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriter 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 five tenths percent (7.07.5%) of the aggregate gross proceeds (inclusive of the Over-allotment Option to purchase the Additional Shares) raised in the Offering;
(ii) a non-accountable expense allowance of corporate finance fee equal to one and five tenths percent (1.0%) of the gross proceeds of the Offering to (the Underwriter“Non-accountable Expense Allowance”);
(iii) an accountable expense allowance of up to one hundred seventy-five thousand dollars ($200,000. 175,000), of which [one hundred thirty thousand dollars ($100,000 105,000)] has been paid to the Underwriter as a cash an advance upon signing of the engagement agreement;against accountable expenses; and
(iv) $50,000 upon public filing of the Registration Statement with the Securities and Exchange Commission and $50,000 upon closing of the public offering; and.
(v) the Company shall grant to the Underwriter or its designated affiliates share purchase warrants (the “Underwriter’s Underwriter Warrants”) covering a number of shares equal to five percent (5.0%) of the total number of Public Securities sold in this offering.
3.9.2 (b) In compliance with FINRA Rule 5110(e)(1), the Underwriter’s Underwriter Warrants and the underlying securities Warrant Shares will be locked up for 180 one hundred eighty (180) days beginning on the date of commencement of sales of the Offering and will expire five (5) years after the Closing Effective Date, subject to certain exceptions as set forth in FINRA Rule 5110(e)(2). The Underwriter’s Underwriter Warrants will be exercisable at a price equal to one hundred and thirty twenty-five percent (130125%) of the public offering price of the underlying Ordinary Shares each Firm Share in connection with the Offering. The Underwriter’s Underwriter Warrants shall not be redeemable. The Company will register the Ordinary Warrant Shares underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. However, the Underwriter’s Warrants will not be registered more than five years from the commencement of sales of the public offering pursuant to FINRA Rule 5110(g)(8)(C). The Underwriter’s Underwriter Warrants and the underlying securities Warrant Shares shall not be sold during the Offering, or 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 the securities by any person Person for a period of 180 one hundred eighty (180) days beginning on the date of commencement of sales of the OfferingEffective Date (“Underwriter Lock-Up Period”), except that they may be exercised, assigned or transferred to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The For further clarification, the Underwriter will have the option to exercisetransfer, transfer assign or assign exercise the Underwriter’s Warrants Underwriter Warrant at any timetime including during the Underwriter Lock-Up Period, provided that the underlying securities shall Warrant Shares issued pursuant to such exercise are not transferred and will be transferred during subject to the lock-up period; i.e., during the Ordinary Shares underlying the Underwriter’s Warrants shall remain subject to the 180Underwriter Lock-day lock-up periodUp Period. The Underwriter’s Underwriter Warrants may be exercised as to all or a lesser number of the underlying Ordinary Warrant Shares, and will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share Warrant Shares at the Company’s expense, an additional demand registration at the Underwriter’s Underwriter Warrants holder’s expenseexpense provided such demand registration rights will not be greater than five (5) years from the Effective Date in compliance with FINRA Rule 5110(g)(8)(C), and unlimited “piggyback” registration rights for a period of five (5) years after the Effective Date at the Company’s expense, will be exercisable at any time in whole or in part, during the four and a half-year period commencing six (6) months from the effective date of the Offering, in compliance with FINRA Rule 5110(g)(8)(D). The Underwriter’s Warrants will not be exercisable or convertible more than five years from the commencement of sales of the public offering pursuant to 5110(g)(8)(A). The Underwriter’s Underwriter Warrants shall further provide for customary adjustment provisions for stock dividends in the number and splits price of such warrants (and recapitalizations Warrant Shares) in the event of recapitalization, merger or other structural transaction to prevent dilution.
3.9.3 (c) The Underwriter 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 Underwriter’ 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 on each of the Closing Dates all costs and the Option Closing Dates, if any, to the extent not paid at the Closing Date, all expenses incident to the performance Offering, including the following:
(i) all expenses in connection with the preparation, printing, formatting for E▇▇▇▇ and filing of the obligations Registration Statement, any Preliminary Prospectus and the Prospectus, and any and all amendments and supplements thereto, and the mailing and delivering of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating copies thereof to the registration of the Ordinary Shares to be sold in the Offering Underwriter and dealers;
(including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (cii) all fees and expenses relating to the listing of such in connection with filings with FINRA’s Public Securities on the Exchange and such other stock exchanges as the Company and the Underwriter together determine; Offering System;
(diii) all fees, disbursements and expenses of the Company’s counsel and disbursements relating to accountants in connection with the registration or qualification of the Public 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 travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities;
(vii) all fees and expenses in connection with any “blue skydue diligence” securities laws meetings;
(viii) all the road show expenses incurred by the Company;
(ix) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering;
(x) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities;
(xi) the cost and charges of any transfer agent or registrar for the Securities;
(xii) 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 Underwriter, not to exceed $15,000;
(xiii) the costs associated with bound volumes and mementos in such states and other jurisdictions quantities as the Underwriter may reasonably designate request, not to exceed $2,500; and
(including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (ixiv) fees and expenses of the transfer agent for the Ordinary Shares; (j) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the fees and expenses of the Company’s accountants; (kl) the fees and expenses of the CompanyUnderwriter’s legal counsel and other agents and representatives. The Company hereby agrees counsel, not to pay on each of the Closing Dates and the Option Closing Dates, if any, to the extent not paid at the Closing Date, to the Underwriter, from the gross proceeds of the Offering, for accountable legal expenses incurred by the Underwriter in connection with the transaction in the aggregate amount of exceed $200,000 as well as non-accountable expenses (the “NAE”) including, but not limited to, background check(s), tombstones, marketing related expenses; i.e. roadshow, travel, et al. and any other expenses incurred by the Underwriter in connection with the transaction, (provided, however, that such reimbursement amount shall in no way limit or impair the indemnification and contribution provisions of this Agreement). The total NAE allowance shall be 1.0% of the gross proceeds raised in the Offering75,000.
3.9.4 (e) It is understood, however, that except as provided in this Section 36, and Sections 58, 8.3 9 and 8.4 12(d) hereof, the Underwriter will pay all of their its own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 8 12(b) hereof, or subsequent to a Material Adverse ChangeEffect, the Company will pay, less any advances previously paid which as of the date hereof is $100,000 [105,0001] (the “Advance”) , including $80,000 as an advance to be applied towards the accountable expenses allowance (and $50,000 paid at the “Advance”). Upon filing time the Company filed its Registration Statement with the SECCommission. On the Firm Closing Date, the Company shall pay the Underwriter $50,000, and an additional $50,000 upon closing 45,000 such that as of the public offeringFirm Closing Date the Company shall have paid the Underwriter a total of no more than $175,000 in respect of such accountable expenses pursuant to this Section 6(e). All documented out-of-pocket expenses of the Underwriter (including including, but not limited to to, fees and disbursements of Underwriter’s counsel Counsel and reasonable and accountable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $200,000175,000, including the Advances. To the extent that the Underwriter’s out-of-pocket expenses are less than the Advance, the Underwriter will return to the Company that portion of the Advances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A).
3.9.5 The Underwriter 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 Underwriter’s aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.
Appears in 1 contract
Consideration; Payment of Expenses. 3.9.1 In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriter Representative 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 a half percent (7.07.5%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Option Shares) raised in the Offering;
(ii) a non-accountable expense allowance of one one-half of a percent (1.00.5%) of the gross proceeds of the Offering to the UnderwriterRepresentative;
(iii) an accountable expense allowance of up to $200,000. 175,000, of which $100,000 has already been paid to the Underwriter Representative as a cash an advance upon signing of the engagement agreement;against accountable expenses; and
(iv) $50,000 upon public filing of the Registration Statement with the Securities and Exchange Commission and $50,000 upon closing of the public offering; and.
(v) the Company shall grant to the Underwriter Representative or its designated affiliates share purchase warrants (the “UnderwriterRepresentative’s Warrants”) covering a number of shares equal to five eight percent (5.08.0%) of the total number of Public Securities Firm Shares and Option Shares sold in this offering.
3.9.2 In compliance with FINRA Rule 5110(e)(1), the UnderwriterRepresentative’s Warrants and the underlying securities will be locked up for 180 days beginning on the date of commencement of sales of the Offering and will expire five (5) years after the Closing Date, subject to certain exceptions as set forth in FINRA Rule 5110(e)(2). The UnderwriterRepresentative’s Warrants will be exercisable at a price equal to one hundred and thirty percent (130%) of the public offering price of the underlying Ordinary Shares in connection with the Offeringper Firm Share. The UnderwriterRepresentative’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the UnderwriterRepresentative’s Warrants under the Act and will file all necessary undertakings in connection therewith. However, the Underwriter’s Warrants will not be registered more than five years from the commencement of sales of the public offering pursuant to FINRA Rule 5110(g)(8)(C). The UnderwriterRepresentative’s Warrants and the underlying securities shall not be sold during the Offering, or 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 the securities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they may be transferred to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter Representative will have the option to exercise, transfer or assign the UnderwriterRepresentative’s Warrants at any time, provided that the underlying securities shall not be transferred during the lock-up period; i.e., the Ordinary Shares underlying the UnderwriterRepresentative’s Warrants shall remain subject to the 180-day lock-up period. The UnderwriterRepresentative’s Warrants may be exercised as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise Shares and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s Warrants holder’s expense, and unlimited “piggyback” registration rights at the Company’s expense, will be exercisable at any time in whole or in part, during the four and each with a half-year period commencing six (6) months duration of no more than five years from the effective date of commencement of sales of the Offering, offering in compliance with FINRA Rule 5110(g)(8)(D). The Underwriter’s Warrants will not be exercisable or convertible more than five years from the commencement of sales of the public offering pursuant to 5110(g)(8)(A). The UnderwriterRepresentative’s Warrants shall further provide for customary adjustment provisions for stock dividends in the number and splits price of such warrants (and recapitalizations the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. In the event that the Company chooses to disengage or terminate A.G.P. as its Representative prior to the effectiveness of the Registration Statement but after the initial filing of the Registration Statement with the SEC, A.G.P. will be due the full amount of the Representative’s Warrants that would be due to them at the Closing Date of the IPO.
3.9.3 The Company hereby agrees to pay on each of the Closing Dates Date and the Option Closing DatesDate, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Ordinary Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Underwriter Representative together determine; (d) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Underwriter Representative may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter Representative may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the Ordinary Shares; (j) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the fees and expenses of the Company’s accountants; (kll) the fees and expenses of the Company’s legal counsel and other agents and representatives. The Company hereby agrees to pay on each of the Closing Dates Date and the Option Closing DatesDate, if any, to the extent not paid at the Closing Date, to the UnderwriterRepresentative, from the gross proceeds of the Offering, for accountable legal expenses incurred by the Underwriter Representative in connection with the transaction in the aggregate amount of $200,000 175,000 as well as non-accountable expenses (the “NAE”) ), including, but not limited to, background check(s), tombstones, marketing related expenses; i.e. roadshow, travel, et al. and any other expenses incurred by the Underwriter Representative in connection with the transaction, (provided, however, that such reimbursement amount shall in no way limit or impair the indemnification and contribution provisions of this Agreement). The total NAE allowance shall be 1.00.5% of the gross proceeds raised in the Offering.
3.9.4 It is understood, however, that except as provided in this Section 3, and Sections 5, 8.3 and 8.4 hereof, the Underwriter Representative will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 8 hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $100,000 as an advance to be applied towards the accountable expenses allowance (the “Advance”). Upon filing On the Registration Statement with the SECClosing Date, the Company shall pay the Underwriter Representative $50,000, and an additional $50,000 upon closing 75,000 such that as of the public offeringClosing Date the Company shall have paid the Representative a total of no more than $175,000 in respect of such accountable expenses pursuant to this Section 3.9.4. All documented out-of-pocket expenses of the Underwriter Representative (including but not limited to fees and disbursements of UnderwriterRepresentative’s counsel Counsel and reasonable and accountable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $200,000175,000, including the Advances. To the extent that the UnderwriterRepresentative’s out-of-pocket expenses are less than the Advance, the Underwriter Representative will return to the Company that portion of the Advances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A).
3.9.5 The Underwriter 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 UnderwriterRepresentative’s aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.
Appears in 1 contract