Fees and Warrant. On the Closing Date:
(a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares").
(b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment."
(c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 for such expenses referred to in this Section 2(c).
(d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "Disbursement Letter").
Fees and Warrant. 4 3. Closing, Delivery and Payment.........................................5 3.1 Closing....................................................5 3.2 Delivery...................................................5
Fees and Warrant. On the Closing Date:................................1
Fees and Warrant. 2 3. Closing, Delivery and Payment.........................................2 3.1 Closing. ...................................................2 3.2 Delivery. ..................................................2 4. Representations and Warranties of the Company. ......................3 4.1 Organization, Good Standing and Qualification................3 4.2 Subsidiaries. ..............................................3
Fees and Warrant. On the Closing Date:
(a) The Company will issue and deliver to the Purchaser the Warrant to purchase up to 3,750,000 shares of Common Stock (subject to adjustment as set forth therein) in connection with the Offering, pursuant to Section 1 hereof. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted for the benefit of any subsequent holder of the Warrant and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"), but not including any transferee of such shares to the extent that such shares are transferred pursuant to Rule 144 of the Securities Act of 1933, as amended, or pursuant to an effective registration statement.
(b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to four percent (4.00%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment."
(c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 4.2) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be $15,000 for all such expenses referred to in this Section 2(c).
(d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "Disbursement Letter").
Fees and Warrant. (a) The Company will issue and deliver to the Purchaser a Warrant to purchase 70,000 shares of Common Stock in connection with the Offering (the "WARRANT") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "WARRANT SHARES").
(b) The Company shall reimburse the Purchaser for its reasonable legal fees for services rendered to the Purchaser in preparation of this Agreement and the Related Agreements, and expenses in connection with the Purchaser's due diligence review of the Company and relevant matters. Amounts required to be paid hereunder will be paid at the Closing and shall not exceed $10,000.
(c) The Company will pay a cash fee in the amount of five percent (5%) of the aggregate gross purchase price to be paid to the Company from the sale of the Preferred Stock in the Offering (the "FUND MANAGEMENT FEE") to Laurus Capital Management, L.L.C., a Delaware limited liability company. The Fund Management Fee must be paid on the Closing Date. The aforementioned Fund Management Fee and legal fees will be payable at the Closing out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Purchaser and an Escrow Agent.
Fees and Warrant. 2 2.1. On the Closing Date, the Company shall:..............................2
Fees and Warrant. 2 3. Closing, Delivery and Payment . . . . . . . . . . . . . . . . . . .3 3.1 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . .3 3.2 Delivery. . . . . . . . . . . . . . . . . . . . . . . . . . .3 3.3 Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . .2
Fees and Warrant. On the Closing Date:
(a) The Company will issue and deliver to each Purchaser a Warrant to purchase up to the number of shares of Common Stock set forth opposite its name on Schedule 2 (subject to adjustment as set forth therein) in connection with the Offering pursuant to Section 1 hereof. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of each Creditor Party by the Company are hereby also made and granted for the benefit of the holder of the related Warrant and shares of the Common Stock issuable upon exercise of such Warrant (the “Warrant Shares”).
(b) Subject to the terms of Section 2(c) below, the Company shall pay (i) to Valens Capital Management, LLC, the investment manager of the Purchasers (“VCM”), a non-refundable payment in an amount equal to $5,000; (ii) a non-refundable payment in an amount equal to (A) $10,400 to Valens U.S. SPV I, LLC (“Valens U.S.”), and (B) $9,600 to Valens Offshore SPV II, Corp. (“Valens Offshore”) and (iii) an advance prepayment discount deposit equal to (A) $10,400 to Valens U.S. and (B) $9,600 to Valens Offshore. Each of the foregoing payments in clauses (i) and (ii) shall be deemed fully earned on the Closing Date and shall not be subject to rebate or proration for any reason, except to the extent a Purchaser fails to deliver, or cause to be delivered, the funds required of such Purchaser at the Closing notwithstanding the Company’s and its Subsidiaries’ full compliance with all conditions to funding set forth in this Agreement or in any of the Related Agreements, including, without limitation, satisfaction (or waiver by the Agent in its sole discretion) of the items and matters set forth in the transaction checklist provided by the Agent to the Company on or prior to the Closing Date.
(c) The payments referred to in the preceding clause (b) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the “Disbursement Letter”) and shall be in addition to all deposits previously paid by the Company which the Company hereby acknowledges have been fully earned by the recipient(s) thereof and are non-refundable.
Fees and Warrant. On the Closing Date:(a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 200,000 shares of Common Stock in connection with the Offering (the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares").
