Common use of Finder’s Fee and Expenses Clause in Contracts

Finder’s Fee and Expenses. (a) In consideration of the foregoing, upon consummation of the closing regarding a financing on behalf of the Issuer, directly or through a structured Transaction, Xxxxxx will be entitled to receive a finder fee ("Finder's Fee") in cash equal to 8% of the gross proceeds of an equity/convertible debt transaction and/or cash equal to 3% of the gross proceeds of a non-convertible debt transaction received by the Issuer within three business days from the closing date. The Issuer and the Introduced Party will not be obligated to pay Xxxxxx if the Issuer does not receive the Transaction Proceeds. (b) Within three business days of closing the Transaction a warrant in the form, appropriately completed to reflect the following terms. The Issuer also shall pay Xxxxxx non-callable warrants of the Issuer issuable to Xxxxxx, or its designee simultaneously with the closing of the Transaction equal to 8% warrant coverage of the amount raised. The warrants shall entitle the holder thereof to purchase securities of the Issuer at a purchase price equal to 120% of the Introduced Party's exercise price of the Transaction or the public market closing price of the Issuer's common stock on the date of the Transaction, whichever is lower (such price, the "Warrant Price"). The warrants shall be exercisable immediately after the date of issuance, shall have anti-dilutive price protection, participating registration rights, and shall expire 5 years after the date of issuance. If warrants are issued to investors in a Transaction, the Xxxxxx warrants shall have the same terms as the warrants issued to investors in the applicable Transaction, except that such Xxxxxx warrants shall have an exercise price equal to 120% of the Warrant Price. (c) In the event that the Issuer proceeds with a non-financing transaction with one or more Introduced Parties, then prior to closing the Issuer and Xxxxxx shall mutually agree upon compensation payable to Xxxxxx which may include an ownership interest in the resulting licensed, joint venture and/or merged/acquiring entity. In the event the Issuer completes a non-financing transaction with an Introduced Party, without first agreeing with Xxxxxx on the finder's fee for the non-financing transaction, then Xxxxxx shall be entitled to receive a cash fee equal to 6% of any licensing fees payable upon receipt by the licensor, a cash fee equal to 6% of the value of the Issuer related portion of the surviving entity resulting from any merger or acquisition payable upon closing of the transaction and, in the case of a joint venture, equal to 6% of Darbie's ownership portion of the joint venture. (d) The Finder's Fee will be paid in cash and will be payable whether or not the Transaction involves equity or debt securities, or a combination of equity and debt securities and cash or is made on the installment-sale basis. The Finder's Fee will be deducted from the Transaction Proceeds by the Introduced Party, and the Introduced Party will remit the Finder's Fee directly to Xxxxxx on Issuer's behalf. For purposes of this Agreement "Transaction Proceeds" will mean the fair market value of all cash and securities received by the Issuer from the Introduced Party, including a debt repayment or debt assumption, all determined in accordance with generally accepted accounting principles. Notwithstanding the foregoing, in the event that the Transaction Proceeds are received by the Issuer in installments, the compensation payable to Xxxxxx hereunder will be due and payable upon receipt by the Issuer of each installment in the same manner described earlier in this section. (e) Xxxxxx will be solely liable for the payment of any taxes imposed or arising out of any Finder's Fee received by it under this Agreement. (f) Issuer agrees to not circumvent Xxxxxx by entering into business relations with any Introduced Party without providing payment of the agreed upon Finder's Fee as stated in this Agreement. (g) Issuer and Xxxxxx will each pay its own expenses arising out of or relating to this Agreement.

Finder’s Fee and Expenses. (a) In consideration of the foregoing, upon consummation of the closing regarding a financing on behalf of the Issuer, directly or through a structured Transaction, Xxxxxx Dxxxxx will be entitled to receive a finder fee ("Finder's Fee") in cash equal to 82% of the gross proceeds of an equity/equity convertible debt transaction and/or cash equal to 3and 2% of the gross proceeds of a non-convertible debt transaction received by the Issuer within three business days from the closing date. The Issuer and the Introduced Party will not be obligated to pay Xxxxxx Dxxxxx if the Issuer does not receive the Transaction ProceedsProceeds for any reason whatsoever. (b) Within three business days of closing the Transaction a warrant in the form, appropriately completed to reflect the following terms. The Issuer also shall pay Xxxxxx non-callable warrants of the Issuer issuable to Xxxxxx, or its designee simultaneously with the closing of the Transaction equal to 8% warrant coverage of the amount raised. The warrants shall entitle the holder thereof to purchase securities of the Issuer at a purchase price equal to 120% of the Introduced Party's exercise price of the Transaction or the public market closing price of the Issuer's common stock on the date of the Transaction, whichever is lower (such price, the "Warrant Price"). The warrants shall be exercisable immediately after the date of issuance, shall have anti-dilutive price protection, participating registration rights, and shall expire 5 years after the date of issuance. If warrants are issued to investors in a Transaction, the Xxxxxx warrants shall have the same terms as the warrants issued to investors in the applicable Transaction, except that such Xxxxxx warrants shall have an exercise price equal to 120% of the Warrant Price. (c) In the event that the Issuer proceeds with a non-financing transaction with one or more Introduced Parties, then prior to closing the Issuer and Xxxxxx Dxxxxx shall mutually agree upon compensation payable to Xxxxxx Dxxxxx which may include an ownership interest in the resulting licensed, joint venture and/or merged/acquiring entity. In III the event the Issuer completes a non-financing transaction with an Introduced Party, Party without first agreeing with Xxxxxx Dxxxxx on the finder's fee for the non-financing transaction, . then Xxxxxx Dxxxxx shall be entitled to receive a cash fee equal to 63% of any licensing fees payable upon receipt by the licensor, a cash fee equal to 63% of the value of the Issuer related portion of the surviving entity resulting from any merger or acquisition payable upon closing of the transaction and, in the case of a joint venture, equal to 63% of Darbie's ownership portion of the joint venture. (dc) The Finder's Fee will be paid in cash and will be payable whether or not the Transaction involves equity or debt securities, or a combination of equity and debt securities and cash or is made on the installment-sale basis. The Finder's Fee will be deducted from the Transaction Proceeds by the Introduced Party, and the Introduced introduced Party will remit the Finder's Fee directly to Xxxxxx Dxxxxx on Issuer's behalf. For purposes of this Agreement "Transaction Proceeds" will mean the fair market value of all cash and securities received by the Issuer from the Introduced Party, including a debt repayment or debt assumption, all determined in accordance with generally accepted accounting principles. Notwithstanding the foregoing, in the event that the Transaction Proceeds are received by the Issuer in installments, the compensation payable to Xxxxxx Dxxxxx hereunder will be due and payable upon receipt by the Issuer of each installment in the same manner described earlier in this section. (ed) Xxxxxx Dxxxxx will be solely liable for the payment of any taxes imposed or arising out of any Finder's Fee received by it under this Agreement. (fe) Issuer agrees to not circumvent Xxxxxx Dxxxxx by entering into business relations with any Introduced Party without providing payment of the agreed upon Finder's Fee as stated in this Agreement. (gf) Issuer and Xxxxxx Dxxxxx will each pay its own expenses arising out of or relating to this Agreement.

Finder’s Fee and Expenses. (a) In consideration of the foregoing, upon consummation of the closing regarding a financing on behalf of the Issuer, directly or through a structured Transaction, Xxxxxx will be entitled to receive a finder fee ("“Finder's ’s Fee"”) in cash equal to 86% of the gross proceeds of an equity/convertible debt transaction and/or cash equal to 34% of the gross proceeds of a non-convertible debt transaction received by the Issuer within three business days from the closing date. The Issuer and the Introduced Party will not be obligated to pay Xxxxxx if the Issuer does not receive the Transaction Proceeds. (b) Issuer is not obligated to accept funding under this Agreement, from an introduction by Xxxxxx, and if funding is not accepted by Issuer, in no event will Issuer be obligated to pay a Finder’s Fee to Xxxxxx. (c) Within three business days of closing the Transaction a warrant in the form, appropriately completed to reflect the following terms. The Issuer also shall pay Xxxxxx non-callable warrants of the Issuer issuable to Xxxxxx, or its designee simultaneously with the closing of the Transaction equal to 86% warrant coverage of the amount raised. The warrants shall entitle the holder thereof to purchase securities of the Issuer at a purchase price equal to 120% of the Introduced Party's ’s exercise price of the Transaction or the public market closing price of the Issuer's ’s common stock on the date of the Transaction, whichever is lower (such price, the "“Warrant Price"”). The warrants shall be exercisable immediately after the date of issuance, shall have anti-dilutive price protection, participating registration rights, and shall expire 5 years after the date of issuance. If warrants are issued to investors in a Transaction, the Xxxxxx JHD warrants shall have the same terms as the warrants issued to investors in the applicable Transaction, except that such Xxxxxx JHD warrants shall have an exercise price equal to 120% of the Warrant Price. (cd) In the event that the Issuer proceeds with a non-financing transaction with one or more Introduced Parties, then prior to closing the Issuer and Xxxxxx shall mutually agree upon compensation payable to Xxxxxx which may include an ownership interest in the resulting licensed, joint venture and/or merged/acquiring entity. In the event the Issuer completes a non-financing transaction with an Introduced Party, without first agreeing with Xxxxxx on the finder's ’s fee for the non-financing transaction, then Xxxxxx shall be entitled to receive a cash fee equal to 6% of any licensing fees payable upon receipt by the licensor, a cash fee equal to 6% of the value of the Issuer related portion of the surviving entity resulting from any merger or acquisition payable upon closing of the transaction and, in the case of a joint venture, equal to 6% of Darbie's ’s ownership portion of the joint venture. (de) The Finder's ’s Fee will be paid in cash and will be payable whether or not the Transaction involves equity or debt securities, or a combination of equity and debt securities and cash or is made on the installment-sale basis. The Finder's ’s Fee will be deducted from the Transaction Proceeds by the Introduced Party, and the Introduced Party will remit the Finder's ’s Fee directly to Xxxxxx on Issuer's ’s behalf. For purposes of this Agreement "“Transaction Proceeds" ” will mean the fair market value of all cash and securities received by the Issuer from the Introduced Party, including a debt repayment or debt assumption, all determined in accordance with generally accepted accounting principles. Notwithstanding the foregoing, in the event that the Transaction Proceeds are received by the Issuer in installments, the compensation payable to Xxxxxx hereunder will be due and payable upon receipt by the Issuer of each installment in the same manner described earlier in this section. (ef) Xxxxxx will be solely liable for the payment of any taxes imposed or arising out of any Finder's ’s Fee received by it under this Agreement.. GZ6G Technologies Corp. October 5, 2021 (fg) Issuer agrees to not circumvent Xxxxxx by entering into business relations with any Introduced Party without providing payment of the agreed upon Finder's ’s Fee as stated in this Agreement. (gh) Issuer and Xxxxxx will each pay its own expenses arising out of or relating to this Agreement.

Finder’s Fee and Expenses. (a) In consideration of the foregoing, upon consummation of the closing regarding a financing on behalf of the Issuer, directly or through a structured Transaction, Xxxxxx will be entitled to receive a finder fee ("“Finder's ’s Fee"”) in cash equal to 85% of the gross proceeds of an equity/convertible debt transaction and/or cash equal to 35% of the gross proceeds of a non-convertible debt transaction received by the Issuer within three business days from the closing date. The Issuer and the Introduced Party will not be obligated to pay Xxxxxx if the Issuer does not receive the Transaction Proceeds. (b) Within three business days of closing the Transaction a warrant in the form, appropriately completed to reflect the following terms. The Issuer also shall pay Xxxxxx non-callable warrants of the Issuer issuable to Xxxxxx, or its designee simultaneously with the closing of the Transaction equal to 85% warrant coverage of the amount raised. The warrants shall entitle the holder thereof to purchase securities of the Issuer at a purchase price equal to 120% of the Introduced Party's ’s exercise price of the Transaction or the public market closing price of the Issuer's ’s common stock on the date of the Transaction, whichever is lower (such price, the "“Warrant Price"”). The warrants shall be exercisable immediately after the date of issuance, shall have anti-dilutive price protection, participating registration rights, and shall expire 5 years after the date of issuance. If warrants are issued to investors in a Transaction, the Xxxxxx warrants shall have the same terms as the warrants issued to investors in the applicable Transaction, except that such Xxxxxx warrants shall have an exercise price equal to 120% of the Warrant Price. (c) In the event that the Issuer proceeds with a non-financing transaction with one or more Introduced Parties, then prior to closing the Issuer and Xxxxxx shall mutually agree upon compensation payable to Xxxxxx which may include an ownership interest in the resulting licensed, joint venture and/or merged/acquiring entity. In the event the Issuer completes a non-financing transaction with an Introduced Party, without first agreeing with Xxxxxx on the finder's ’s fee for the non-financing transaction, then Xxxxxx shall be entitled to receive a cash fee equal to 6% of any licensing fees payable upon receipt by the licensor, a cash fee equal to 6% of the value of the Issuer related portion of the surviving entity resulting from any merger or acquisition payable upon closing of the transaction and, in the case of a joint venture, equal to 6% of Darbie's Xxxxxx’s ownership portion of the joint venture. (d) The Finder's Fee will be paid in cash and will be payable whether or not the Transaction involves equity or debt securities, or a combination of equity and debt securities and cash or is made on the installment-sale basis. The Finder's Fee will be deducted from the Transaction Proceeds by the Introduced Party, and the Introduced Party will remit the Finder's Fee directly to Xxxxxx on Issuer's behalf. For purposes of this Agreement "Transaction Proceeds" will mean the fair market value of all cash and securities received by the Issuer from the Introduced Party, including a debt repayment or debt assumption, all determined in accordance with generally accepted accounting principles. Notwithstanding the foregoing, in the event that the Transaction Proceeds are received by the Issuer in installments, the compensation payable to Xxxxxx hereunder will be due and payable upon receipt by the Issuer of each installment in the same manner described earlier in this section. (e) Xxxxxx will be solely liable for the payment of any taxes imposed or arising out of any Finder's Fee received by it under this Agreement. (f) Issuer agrees to not circumvent Xxxxxx by entering into business relations with any Introduced Party without providing payment of the agreed upon Finder's Fee as stated in this Agreement. (g) Issuer and Xxxxxx will each pay its own expenses arising out of or relating to this Agreement.

Finder’s Fee and Expenses. (a) In consideration of the foregoing, upon consummation of the closing regarding a financing on behalf of the Issuer, directly or through a structured Transaction, Xxxxxx will be entitled to receive a finder fee ("“Finder's ’s Fee"”) in cash equal to 84% of the gross wired proceeds of an equity/convertible debt transaction and/or cash equal to 3% of the gross wired proceeds of a non-convertible debt transaction received by the Issuer within three business days from the closing date. The Issuer and the Introduced Party will not be obligated to pay Xxxxxx if the Issuer does not receive the Transaction Proceeds. (b) Within three business days of closing the Transaction a warrant in the form, appropriately completed to reflect the following terms. The Issuer also shall pay Xxxxxx non-callable warrants of the Issuer issuable to Xxxxxx, or its designee simultaneously with the closing of the Transaction equal to 81 % warrant coverage of the amount raisedwired proceeds. The warrants shall entitle the holder thereof to purchase securities of the Issuer at a purchase price equal to 120% of the Introduced Party's ’s exercise price of the Transaction or the public market closing price of the Issuer's common stock on the date of the Transaction, whichever is lower (such price, the "“Warrant Price"”). The warrants shall be exercisable immediately after the date of issuance, shall have anti-dilutive price protection, participating registration rights, and shall expire 5 years after the date of issuance. If warrants are issued to investors in a Transaction, the Xxxxxx warrants shall have the same terms as the warrants issued to investors in the applicable Transaction, except that such Xxxxxx warrants shall have an exercise price equal to 120% of the Warrant Price. (c) In the event that the Issuer proceeds with a non-financing transaction with one or more Introduced Parties, then prior to closing the Issuer and Xxxxxx shall mutually agree upon compensation payable to Xxxxxx which may include an ownership interest in the resulting licensed, joint venture and/or merged/acquiring entity. In the event the Issuer completes a non-financing transaction with an Introduced Party, without first agreeing with Xxxxxx on the finder's ’s fee for the non-financing transaction, then Xxxxxx shall be entitled to receive a cash fee equal to 64% of any licensing fees payable upon receipt by the licensor, a cash fee equal to 64% of the value of the Issuer related portion of the surviving entity resulting from any merger or acquisition payable upon closing of the transaction and, in the case of a joint venture, equal to 6% of Darbie's Xxxxxx’s ownership portion of the joint venture. (d) The Finder's ’s Fee will be paid in cash and will be payable whether or not the Transaction involves equity or debt securities, or a combination of equity and debt securities and cash or is made on the installment-sale basis. The Finder's ’s Fee will be deducted from the Transaction Proceeds by the Introduced Party, and the Introduced Party will remit the Finder's ’s Fee directly to Xxxxxx on Issuer's ’s behalf. For purposes of this Agreement "“Transaction Proceeds" ” will mean the fair market value of all cash and securities received by the Issuer from the Introduced Party, including a debt repayment or debt assumption, all determined in accordance with generally accepted accounting principles. Notwithstanding the foregoing, in the event that the Transaction Proceeds are received by the Issuer in installments, the compensation payable to Xxxxxx hereunder will be due and payable upon receipt by the Issuer of each installment in the same manner described earlier in this section. (e) Xxxxxx will be solely liable for the payment of any taxes imposed or arising out of any Finder's Fee received by it under this Agreement. (f) Issuer agrees to not circumvent Xxxxxx by entering into business relations with any Introduced Party without providing payment of the agreed upon Finder's Fee as stated in this Agreement. (g) Issuer and Xxxxxx will each pay its own expenses arising out of or relating to this Agreement.

Finder’s Fee and Expenses. (a) In consideration of the foregoing, upon consummation of the closing regarding a financing on behalf of the Issuer, directly or through a structured Transaction, Xxxxxx Dxxxxx will be entitled to receive a finder fee ("“Finder's ’s Fee"”) in cash equal to 89% of the gross proceeds of an equity/convertible debt transaction and/or cash equal to 34% of the gross proceeds of a non-convertible debt transaction received by the Issuer within three business days from the closing date. The Issuer and the Introduced Party will not be obligated to pay Xxxxxx Dxxxxx if the Issuer does not receive the Transaction ProceedsProceeds for any reason whatsoever. (b) Within three business days of closing the Transaction a warrant in the form, appropriately completed to reflect the following terms. The Issuer also shall pay Xxxxxx Dxxxxx non-callable warrants of the Issuer issuable to XxxxxxDxxxxx, or its designee simultaneously with the closing of the Transaction equal to 89% warrant coverage of the amount raised. The warrants shall entitle the holder thereof to purchase securities of the Issuer at a purchase price equal to 120% of the Introduced Party's ’s exercise price of the Transaction or the public market closing price of the Issuer's ’s common stock on the date of the Transaction, whichever is lower (such price, the "“Warrant Price"”). The warrants shall be exercisable immediately after the date of issuance, shall have anti-dilutive price protection, participating registration rights, rights and shall expire 5 years after the date of issuance. If warrants are issued to investors in a Transaction, the Xxxxxx JHD warrants shall have the same terms as the warrants issued to investors in the applicable Transaction, except that such Xxxxxx JHD warrants shall have an exercise price equal to 120% of the Warrant Price. (c) In the event that the Issuer proceeds with a non-financing transaction with one or more Introduced Parties, then prior to closing the Issuer and Xxxxxx Dxxxxx shall mutually agree upon compensation payable to Xxxxxx Dxxxxx which may include an ownership interest in the resulting licensed, joint venture and/or merged/acquiring entity. In the event the Issuer completes a non-financing transaction with an Introduced Party, without first agreeing with Xxxxxx Dxxxxx on the finder's ’s fee for the non-financing transaction, then Xxxxxx Dxxxxx shall be entitled to receive a cash fee equal to 6% of any licensing fees payable upon receipt by the licensor, a cash fee equal to 6% of the value of the Issuer related portion of the surviving entity resulting from any merger or acquisition payable upon closing of the transaction and, in the case of a joint venture, equal to 6% of Darbie's ’s ownership portion of the joint venture. (d) The Finder's ’s Fee will be paid in cash and will be payable whether or not the Transaction involves equity or debt securities, or a combination of equity and debt securities and cash or is made on the installment-sale basis. The Finder's ’s Fee will be deducted from the Transaction Proceeds by the Introduced Party, and the Introduced Party will remit the Finder's ’s Fee directly to Xxxxxx Dxxxxx on Issuer's ’s behalf. For purposes of this Agreement "“Transaction Proceeds" ” will mean the fair market value of all cash and securities received by the Issuer from the Introduced Party, including a debt repayment or debt assumption, all determined in accordance with generally accepted accounting principles. Notwithstanding the foregoing, in the event that the Transaction Proceeds are received by the Issuer in installments, the compensation payable to Xxxxxx Dxxxxx hereunder will be due and payable upon receipt by the Issuer of each installment in the same manner described earlier in this section. (e) Xxxxxx will be solely liable for the payment of any taxes imposed or arising out of any Finder's Fee received by it under this Agreement. (f) Issuer agrees to not circumvent Xxxxxx by entering into business relations with any Introduced Party without providing payment of the agreed upon Finder's Fee as stated in this Agreement. (g) Issuer and Xxxxxx will each pay its own expenses arising out of or relating to this Agreement.

Finder’s Fee and Expenses. (a) In consideration of the foregoing, upon consummation of the closing regarding a financing on behalf of the Issuer, directly or through a structured Transaction, Xxxxxx will be entitled to receive a finder fee ("“Finder's ’s Fee"”) in cash equal to 8% two percent (2%) of the gross proceeds of an equity/convertible debt transaction and/or cash equal to 3% and two percent (2%) of the gross proceeds of a non-convertible debt transaction received by the Issuer within three business days from the closing date. The Issuer and the Introduced Party will not be obligated to pay Xxxxxx if the Issuer does not receive the Transaction ProceedsProceeds for any reason whatsoever. (b) Within three business days of closing the Transaction a warrant in the form, appropriately completed to reflect the following terms. The Issuer also shall pay Xxxxxx non-callable warrants of the Issuer issuable to Xxxxxx, or its designee simultaneously with the closing of the Transaction equal to 8% warrant coverage of the amount raised. The warrants shall entitle the holder thereof to purchase securities of the Issuer at a purchase price equal to 120% of the Introduced Party's exercise price of the Transaction or the public market closing price of the Issuer's common stock on the date of the Transaction, whichever is lower (such price, the "Warrant Price"). The warrants shall be exercisable immediately after the date of issuance, shall have anti-dilutive price protection, participating registration rights, and shall expire 5 years after the date of issuance. If warrants are issued to investors in a Transaction, the Xxxxxx warrants shall have the same terms as the warrants issued to investors in the applicable Transaction, except that such Xxxxxx warrants shall have an exercise price equal to 120% of the Warrant Price. (c) In the event that the Issuer proceeds with a non-financing transaction with one or more Introduced Parties, then prior to closing the Issuer and Xxxxxx shall mutually agree upon compensation payable to Xxxxxx which may include an ownership interest in the resulting licensed, joint venture and/or merged/acquiring entity. In the event the Issuer completes a non-financing transaction with an Introduced Party, without first agreeing with Xxxxxx on the finder's fee for the non-financing transaction, then Xxxxxx shall be entitled to receive a cash fee equal to 6% of any licensing fees payable upon receipt by the licensor, a cash fee equal to 6% of the value of the Issuer related portion of the surviving entity resulting from any merger or acquisition payable upon closing of the transaction and, in the case of a joint venture, equal to 6% of Darbie's ownership portion of the joint venture. (d) The Finder's ’s Fee will be paid in cash and will be payable whether or not the Transaction involves equity or debt securities, or a combination of equity and debt securities and cash cash, or is made on the installment-sale basis. The Finder's ’s Fee will be deducted from the Transaction Proceeds by the Introduced Party, and the Introduced Party will remit the Finder's ’s Fee directly to Xxxxxx on Issuer's ’s behalf. For purposes of this Agreement "“Transaction Proceeds" ” will mean the fair market value of all cash and securities received by the Issuer from the Introduced Party, including a debt repayment or debt assumption, all determined in accordance with generally accepted accounting principles. Notwithstanding the foregoing, in the event that the Transaction Proceeds are received by the Issuer in installments, the compensation payable to Xxxxxx hereunder will be due and payable upon receipt by the Issuer of each installment in the same manner described earlier in this section. (ec) Xxxxxx will be solely liable for the payment of any taxes imposed or arising out of any Finder's ’s Fee received by it under this Agreement. (fd) Issuer agrees to not circumvent Xxxxxx by entering into business relations with any Introduced Party without providing payment of the agreed upon Finder's ’s Fee as stated in this Agreement. (ge) Issuer and Xxxxxx will each pay its own expenses arising out of or relating to this Agreement.

Finder’s Fee and Expenses. (a) In consideration of the foregoing, upon consummation of the closing regarding a financing on behalf of the IssuerIssuer with an Introduced Party, directly or through a structured Transaction, Xxxxxx Dxxxxx will be entitled to receive a finder fee ("“Finder's ’s Fee"”) in cash equal to 85% (2% for GHS Investments LLC) of the gross proceeds of an equity/convertible debt transaction and/or cash equal to 3% of the gross proceeds of a non-convertible debt transaction received by the Issuer within three business days from the closing date. The Issuer and the Introduced Party will not be obligated to pay Xxxxxx Dxxxxx if the Issuer does not receive the Transaction Proceeds. (b) Within three business days of closing the Transaction a warrant in the form, appropriately completed to reflect the following terms. The Issuer also shall pay Xxxxxx Dxxxxx non-callable warrants of the Issuer issuable to XxxxxxDxxxxx, or its designee simultaneously with the closing of the Transaction equal to 85% (2% for GHS Investments LLC) warrant coverage of the amount raised. The warrants shall entitle the holder thereof to purchase securities of the Issuer at a purchase price equal to 120% of the Introduced Party's ’s exercise price of the Transaction or the public market closing price of the Issuer's ’s common stock on the date of the Transaction, whichever is lower (such price, the "“Warrant Price"”). The warrants shall be exercisable immediately after the date of issuance, shall have anti-dilutive price protection, participating registration rights, and shall expire 5 years after the date of issuance. If warrants are issued to investors in a Transaction, the Xxxxxx JHD warrants shall have the same terms as the warrants issued to investors in the applicable Transaction, except that such Xxxxxx JHD warrants shall have an exercise price equal to 120% of the Warrant Price. Notwithstanding the foregoing, in the event that the Transaction Proceeds are received by the Issuer in installments, the JH Warrants issuable to Dxxxxx hereunder will be due and payable upon receipt by the Issuer of each installment in the same manner described earlier in this section. (c) In the event that the Issuer proceeds with a non-financing transaction with one or more Introduced Parties, then prior to closing the Issuer and Xxxxxx Dxxxxx shall mutually agree upon compensation payable to Xxxxxx Dxxxxx which may include an ownership interest in the resulting licensed, joint venture and/or merged/acquiring entity. In the event the Issuer completes a non-financing transaction with an Introduced Party, without first agreeing with Xxxxxx Dxxxxx on the finder's ’s fee for the non-financing transaction, then Xxxxxx Dxxxxx shall be entitled to receive a cash fee equal to 6% of any licensing fees payable upon receipt by the licensor, a cash fee equal to 6% of the value of the Issuer related portion of the surviving entity resulting from any merger or acquisition payable upon closing of the transaction and, in the case of a joint venture, equal to 6% of Darbie's ’s ownership portion of the joint venture. (d) The Finder's ’s Fee will be paid in cash and will be payable whether or not the Transaction involves equity or debt securities, or a combination of equity and debt securities and cash or is made on the installment-sale basis. The Finder's ’s Fee will be deducted from the Transaction Proceeds by the Introduced Party, and the Introduced Party will remit the Finder's ’s Fee directly to Xxxxxx Dxxxxx on Issuer's ’s behalf. For purposes of this Agreement "“Transaction Proceeds" ” will mean the fair market value of all cash and securities received by the Issuer from the Introduced Party, including a debt repayment or debt assumption, all determined in accordance with generally accepted accounting principles. Notwithstanding the foregoing, in the event that the Transaction Proceeds are received by the Issuer in installments, the compensation payable to Xxxxxx Dxxxxx hereunder will be due and payable upon receipt by the Issuer of each installment in the same manner described earlier in this section. (e) Xxxxxx will be solely liable for the payment of any taxes imposed or arising out of any Finder's Fee received by it under this Agreement. (f) Issuer agrees to not circumvent Xxxxxx by entering into business relations with any Introduced Party without providing payment of the agreed upon Finder's Fee as stated in this Agreement. (g) Issuer and Xxxxxx will each pay its own expenses arising out of or relating to this Agreement.

Finder’s Fee and Expenses. (a) In consideration of the foregoing, upon consummation of the closing regarding a financing on behalf of the Issuer, directly or through a structured Transaction, Xxxxxx will be entitled to receive a finder fee ("“Finder's ’s Fee"”) in cash equal to 82% of the gross proceeds of an equity/convertible debt transaction and/or cash equal to 32% of the gross proceeds of a non-convertible debt transaction received by the Issuer within three business days from the closing date. The Issuer and the Introduced Party will not be obligated to pay Xxxxxx if the Issuer does not receive the Transaction Proceeds. (b) Within three business days of closing the Transaction a warrant in the form, appropriately completed to reflect the following terms. The Issuer also shall pay Xxxxxx non-callable warrants of the Issuer issuable to Xxxxxx, or its designee simultaneously with the closing of the Transaction equal to 8% warrant coverage of the amount raised. The warrants shall entitle the holder thereof to purchase securities of the Issuer at a purchase price equal to 120% of the Introduced Party's exercise price of the Transaction or the public market closing price of the Issuer's common stock on the date of the Transaction, whichever is lower (such price, the "Warrant Price"). The warrants shall be exercisable immediately after the date of issuance, shall have anti-dilutive price protection, participating registration rights, and shall expire 5 years after the date of issuance. If warrants are issued to investors in a Transaction, the Xxxxxx warrants shall have the same terms as the warrants issued to investors in the applicable Transaction, except that such Xxxxxx warrants shall have an exercise price equal to 120% of the Warrant Price. (c) In the event that the Issuer proceeds with a non-financing transaction with one or more Introduced Parties, then prior to closing the Issuer and Xxxxxx shall mutually agree upon compensation payable to Xxxxxx which may include an ownership interest in the resulting licensed, joint venture and/or merged/acquiring entity. In the event the Issuer completes a non-financing transaction with an Introduced Party, without first agreeing with Xxxxxx on the finder's ’s fee for the non-financing transaction, then Xxxxxx shall be entitled to receive a cash fee equal to 6% of any licensing fees payable upon receipt by the licensor, a cash fee equal to 6% of the value of the Issuer related portion of the surviving entity resulting from any merger or acquisition payable upon closing of the transaction and, in the case of a joint venture, equal to 6% of Darbie's ’s ownership portion of the joint venture. (dc) The Finder's ’s Fee will be paid in cash and will be payable whether or not the Transaction involves equity or debt securities, or a combination of equity and debt securities and cash or is made on the installment-sale basis. The Finder's ’s Fee will be deducted from the Transaction Proceeds by the Introduced Party, and the Introduced Party will remit the Finder's ’s Fee directly to Xxxxxx on Issuer's ’s behalf. For purposes of this Agreement "“Transaction Proceeds" ” will mean the fair market value of all cash and securities received by the Issuer from the Introduced Party, including a debt repayment or debt assumption, all determined in accordance with generally accepted accounting principles. Notwithstanding the foregoing, in the event that the Transaction Proceeds are received by the Issuer in installments, the compensation payable to Xxxxxx hereunder will be due and payable upon receipt by the Issuer of each installment in the same manner described earlier in this section. (ed) Xxxxxx will be solely liable for the payment of any taxes imposed or arising out of any Finder's ’s Fee received by it under this Agreement. (f) Issuer agrees to not circumvent Xxxxxx by entering into business relations with any Introduced Party without providing payment of the agreed upon Finder's Fee as stated in this Agreement. (g) Issuer and Xxxxxx will each pay its own expenses arising out of or relating to this Agreement.

Finder’s Fee and Expenses. (a) In consideration of the foregoing, upon consummation of the closing regarding a financing on behalf of the Issuer, directly or through a structured TransactionTransaction with a Introduced Party, Xxxxxx Dxxxxx will be entitled to receive a finder fee ("“Finder's ’s Fee"”) in cash equal to 8% (3% for investments through the Reg-A) of the gross proceeds of an equity/convertible debt transaction and/or cash equal to 34% of the gross proceeds of a non-convertible debt transaction received by the Issuer within three business days from the closing date. The Issuer and the Introduced Party will not be obligated to pay Xxxxxx Dxxxxx if the Issuer does not receive the Transaction Proceeds. (b) Within three business days of closing the Transaction a warrant in the form, appropriately completed to reflect the following terms. The Issuer also shall pay Xxxxxx Dxxxxx non-callable warrants of the Issuer issuable to XxxxxxDxxxxx, or its designee simultaneously with the closing of the Transaction equal to 8% (0% for investments through the Reg-A) warrant coverage of the amount raised. The warrants shall entitle the holder thereof to purchase securities of the Issuer at a purchase price equal to 120% of the Introduced Party's ’s exercise price of the Transaction or the public market closing price of the Issuer's ’s common stock on the date of the Transaction, whichever is lower (such price, the "“Warrant Price"”). The warrants shall be exercisable immediately after the date of issuance, shall have anti-dilutive price protection, participating registration rights, and shall expire 5 years after the date of issuance. If warrants are issued to investors in a Transaction, the Xxxxxx Dxxxxx warrants shall have the same terms as the warrants issued to investors in the applicable Transaction, except that such Xxxxxx Dxxxxx warrants shall have an exercise price equal to 120% of the Warrant Price. (c) In the event that the Issuer proceeds with a non-financing transaction with one or more Introduced Parties, then prior to closing the Issuer and Xxxxxx Dxxxxx shall mutually agree upon compensation payable to Xxxxxx Dxxxxx which may include an ownership interest in the resulting licensed, joint venture and/or merged/acquiring entity. In the event the Issuer completes a non-financing transaction with an Introduced Party, without first agreeing with Xxxxxx Dxxxxx on the finder's ’s fee for the non-financing transaction, then Xxxxxx Dxxxxx shall be entitled to receive a cash fee equal to 6% of any licensing fees payable upon receipt by the licensor, a cash fee equal to 6% of the value of the Issuer related portion of the surviving entity resulting from any merger or acquisition payable upon closing of the transaction and, in the case of a joint venture, equal to 6% of Darbie's ’s ownership portion of the joint venture. (d) The Finder's ’s Fee will be paid in cash and will be payable whether or not the Transaction involves equity or debt securities, or a combination of equity and debt securities and cash or is made on the installment-sale basis. The Finder's ’s Fee will be deducted from the Transaction Proceeds by the Introduced Party, and the Introduced Party will remit the Finder's ’s Fee directly to Xxxxxx Dxxxxx on Issuer's ’s behalf. For purposes of this Agreement "“Transaction Proceeds" ” will mean the fair market value of all cash and securities received by the Issuer from the Introduced Party, including a debt repayment or debt assumption, all determined in accordance with generally accepted accounting principles. Notwithstanding the foregoing, in the event that the Transaction Proceeds are received by the Issuer in installments, the compensation payable to Xxxxxx Dxxxxx hereunder will be due and payable upon receipt by the Issuer of each installment in the same manner described earlier in this section. (e) Xxxxxx will be solely liable for the payment of any taxes imposed or arising out of any Finder's Fee received by it under this Agreement. (f) Issuer agrees to not circumvent Xxxxxx by entering into business relations with any Introduced Party without providing payment of the agreed upon Finder's Fee as stated in this Agreement. (g) Issuer and Xxxxxx will each pay its own expenses arising out of or relating to this Agreement.

Finder’s Fee and Expenses. (a) In consideration of the foregoing, upon consummation of the closing regarding a financing on behalf of the Issuer, directly or through a structured Transaction, Xxxxxx will be entitled to receive a finder fee ("“Finder's ’s Fee"”) in cash equal to 87% of the gross proceeds of an equity/convertible debt (4% Equity Lines of Credit) transaction and/or cash equal to 3% of the gross proceeds of a non-convertible debt transaction received by the Issuer within three business days from the closing date. The Issuer and the Introduced Party will not be obligated to pay Xxxxxx if the Issuer does not receive the Transaction Proceeds. (b) Within three business days of closing the Transaction a warrant in the form, appropriately completed to reflect the following terms. The Issuer also shall pay Xxxxxx non-callable warrants of the Issuer issuable to Xxxxxx, or its designee simultaneously with the closing of the Transaction equal to 87% (1% Total Offering of Equity Line of Credit) warrant coverage of the amount raised. The warrants shall entitle the holder thereof to purchase securities of the Issuer at a purchase price equal to 120110% of the Introduced Party's ’s exercise price of the Transaction or the public market closing price of the Issuer's ’s common stock on the date of the Transaction, whichever is lower (such price, the "“Warrant Price"”). The warrants shall be exercisable immediately after the date of issuance, shall have anti-dilutive price protection, participating registration rights, and shall expire 5 years after the date of issuance. If warrants are issued to investors in a Transaction, the Xxxxxx warrants shall have the same terms as the warrants issued to investors in the applicable Transaction, except that such Xxxxxx warrants shall have an exercise price equal to 120110% of the Warrant Price. (c) In the event that the Issuer proceeds with a non-financing transaction with one or more Introduced Parties, then prior to closing the Issuer and Xxxxxx shall mutually agree upon compensation payable to Xxxxxx which may include an ownership interest in the resulting licensed, joint venture and/or merged/acquiring entity. In the event the Issuer completes a non-financing transaction with an Introduced Party, without first agreeing with Xxxxxx on the finder's ’s fee for the non-financing transaction, then Xxxxxx shall be entitled to receive a cash fee equal to 6% of any licensing fees payable upon receipt by the licensor, a cash fee equal to 6% of the value of the Issuer related portion of the surviving entity resulting from any merger or acquisition payable upon closing of the transaction and, in the case of a joint venture, equal to 6% of Darbie's Xxxxxx’s ownership portion of the joint venture. (d) The Finder's ’s Fee will be paid in cash and will be payable whether or not the Transaction involves equity or debt securities, or a combination of equity and debt securities and cash or is made on the installment-sale basis. The Finder's ’s Fee will be deducted from the Transaction Proceeds by the Introduced Party, and the Introduced Party will remit the Finder's ’s Fee directly to Xxxxxx on Issuer's ’s behalf. For purposes of this Agreement "“Transaction Proceeds" ” will mean the fair market value of all cash and securities received by the Issuer from the Introduced Party, including a debt repayment or debt assumption, all determined in accordance with generally accepted accounting principles. Notwithstanding the foregoing, in the event that the Transaction Proceeds are received by the Issuer in installments, the compensation payable to Xxxxxx hereunder will be due and payable upon receipt by the Issuer of each installment in the same manner described earlier in this section. (e) Xxxxxx will be solely liable for the payment of any taxes imposed or arising out of any Finder's ’s Fee received by it under this Agreement. (f) Issuer agrees to not circumvent Xxxxxx by entering into business relations with any Introduced Party without providing payment of the agreed upon Finder's Fee as stated in this Agreement. (g) Issuer and Xxxxxx will each pay its own expenses arising out of or relating to this Agreement.