Legal Fees/Commissions. The Company shall pay to counsel to the Subscriber its fee of $15,000 for services rendered to the Subscriber in reviewing this Agreement and other subscription agreements for the aggregate subscription amounts of up to $500,000 and acting as escrow agent. The Company will pay a cash commission of three percent (3%) of the Purchase Price designated on the signature page hereto to certain Placement Agents identified on Schedule B hereto. The cash commissions and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. The Company will also issue and deliver to the Placement Agents as additional compensation Preferred Stock of the Company ("Commission Shares") and Placement Warrants designated on Schedule B hereto. The Commissions will be issued to the Placement Agents only when, as, and if the corresponding subscription amount is released from escrow to the Company. All the representations, covenants, warranties and undertakings, including but not limited to registration rights made or granted to or for the benefit of the Subscriber and the terms described in Sections 9.1, 9.2, and 9.3 hereof are hereby also made and granted to the Placement Agents in respect of the Commission Shares, Placement Warrants and Company Shares issuable upon exercise of the Placement Warrants.
Legal Fees/Commissions. The Company shall pay to counsel to the Subscriber its fee of $15,000 for services rendered to the Subscriber in reviewing this Agreement and other subscription agreements for the aggregate subscription amounts of up to $757,800 and acting as escrow agent.
Legal Fees/Commissions. The Company shall pay to counsel to the Subscriber its fee of $9,000 for services rendered to the Subscriber in reviewing this Agreement and other subscription agreements for the aggregate subscription amounts of up to $500,000. The Company will pay a cash commission of ten percent (10%) of the Purchase Price designated on the signature page hereto to certain Placement Agents identified on Schedule A hereto. The commissions and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company and Subscriber. The Company will also issue and deliver to the Placement Agents as additional compensation the Warrants designated on Schedule A hereto. All the representations, covenants, warranties and undertakings, including but not limited to registration rights made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Placement Agents in respect of the Warrants and Common Stock issuable upon exercise of the Warrants.
Legal Fees/Commissions. The Company shall pay to counsel to the Subscriber its fee of $20,000 for services rendered to the Subscriber in reviewing this Agreement and other subscription agreements for the aggregate subscription amounts of up to $1,200,000 and acting as escrow agent. The Company will pay a cash commission, in the aggregate, of six percent (6%) of the Purchase Price designated on the signature page hereto to certain Placement Agents identified on Schedule A hereto ("Cash Commissions"). The Cash Commissions and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. The Company will also issue and deliver to the Placement Agents as additional compensation, the Commission Shares and Placement Warrants designated on Schedule A hereto. The Cash Commissions, Commission Shares and Placement Warrants will be issued to the Placement Agents only when, as, and if the corresponding subscription amount is released from escrow to the Company. All the representations, covenants, warranties, undertakings, and indemnification including but not limited to registration rights made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Placement Agents in respect of the Commission Shares, Placement Warrants and Company Shares issuable upon exercise of the Placement Warrants. The Placement Warrants will all be exercisable immediately upon issue and until three years after the Closing Date. One Million (1,000,000) "A" Placement Warrants will be issued proportionately for each $1,700,000 of Purchase Price and Put Consideration. Eight Thousand Five Hundred (8,500) Commission Shares and Twenty-Five Thousand (25,000) "B" Placement Warrants will be issued proportionately for each $1,700,000 of Purchase Price and Put Consideration. Forms of "A" and "B" Placement Warrants have been delivered to the Placement Agents.
Legal Fees/Commissions. The Company shall pay to Grushko & Xxxxxxx as counsel to the Subscribers its xxxx for $17,500 for services rendered to the Subscriber in reviewing this Agreement and other subscription agreements for the aggregate subscription amounts of up to $1,500,000. The Company will pay at the time of Closing an aggregate cash commission of ten percent (10%) of the principal amount of the Note subscribed for, to the Placement Agents identified on Schedule D hereto. The Company will also issue the Warrants to the Placement Agents at the time of Closing. The commissions and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company and Subscriber. Additional aggregate cash commissions of 10% will be payable to the Placement Agents in connection with any funds raised by the Company by exercise of the Put described in Section 11 of this Subscription Agreement.
Legal Fees/Commissions. The Company shall pay to counsel to the Subscriber its xxxx for $20,000 for services rendered to the Subscriber in reviewing this Agreement and other subscription agreements for the aggregate subscription amounts of up to $2,000,000. The Company will pay at the time of Closing a cash commission of six and one-half percent (6-1/2%) to certain placement agents. The commissions and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company and Subscriber. Additional cash commissions of six and one-half percent (6-1/2%) will be payable to the placement agents in connection with gross proceeds from the Company's exercise of the Put described in Section 11 of this Subscription Agreement.
Legal Fees/Commissions. The Company shall pay to counsel to the Subscriber its fee of $25,000 for services rendered to the Subscriber in reviewing this Agreement and other subscription agreements for the aggregate subscription amounts of up to $2,500,000. The Company will pay a cash commission of four percent (4%) of the Purchase Price designated on the signature page hereto to certain placement agents. The commissions and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement and Shares Escrow Agreement to be entered into by the Company and Subscriber. The cash commissions will be payable proportionately as Subscriber funds are released to the Company. Additional cash commissions of eight percent (8%) will be payable to the placement agents in connection with gross proceeds from the Company's exercise of the Put described in Section 11 of this Subscription Agreement. The Company will also issue to the placement agents as additional compensation, common stock of the Company at the time Subscriber funds are released to the Company equal in value to four percent (4%) of the Purchase Price designated on the signature page hereto at a per share value equal to the Issue Price (per share) designated on the signature page hereto ("Placement Shares"). Seventy percent (70%) of Placement Shares will be issued at the Closing and thirty percent (30%) of the Placement Shares will be issued if and when the funds portion of the Registration Escrow (as defined in Section 10.2(j) herein) is released to the Company. All the representations, covenants, warranties and undertakings, including but not limited to registration rights made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Placement Agents in respect of the Placement Shares.
Legal Fees/Commissions. The Company shall pay to counsel to the Subscriber its fee of $22,500 for services rendered to the Subscriber in reviewing this Agreement and other subscription agreements for the aggregate subscription amounts of up to $500,000 and acting as escrow agent. The legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. In connection with Subscription Agreements relating to up to $500,000 of subscriber funds, the Company will issue and deliver to the Placement Agents as compensation, Common Stock of the Company ("Commission Shares") and Placement Warrants in the form agreed to by Company and Placement Agents, in the amounts designated on Schedule A hereto. The Commission Shares and Placement Warrants will be issued to the Placement Agents when, as, and if the corresponding subscription amount is released from escrow to the Company or on the Company's behalf. All the representations, covenants, warranties, indemnifications and undertakings, including but not limited to registration rights made or granted to or for the benefit
Legal Fees/Commissions. The Company shall pay to counsel to the Subscriber its fee of $4,000 for services rendered to the Subscriber in reviewing this Agreement and other subscription agreements for the aggregate subscription amounts of up to $100,000. The Company will pay a commission consisting of common shares of the Company to the entities ("Placement Agents") and in the amounts designated on Schedule C hereto ("Commission Shares"). The legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. The Commission Shares will be issued to the Placement Agents only when, as, and if the corresponding subscription amount is released from escrow to the Company. All the representations, covenants, warranties and undertakings, including but not limited to registration rights made or granted to or for the benefit of the Subscriber are also made and granted to the Placement Agents.
Legal Fees/Commissions. The Company shall pay to counsel to the Subscriber its fee of $22,500 for services rendered to the Subscriber in reviewing this Agreement and other subscription agreements for the aggregate subscription amounts of up to $500,000 and acting as escrow agent. The legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. In connection with Subscription Agreements relating to up to $500,000 of subscriber funds, the Company will issue and deliver to the Placement Agents as compensation, Common Stock of the Company ("Commission Shares") and Placement Warrants in the form agreed to by Company and Placement Agents, in the amounts designated on Schedule A hereto. The Commission Shares and Placement Warrants will be issued to the Placement Agents when, as, and if the corresponding subscription amount is released from escrow to the Company or on the Company's behalf. All the representations, covenants, warranties, indemnifications and undertakings, including but not limited to registration rights made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Placement Agents in respect of the Commission Shares, Placement Warrants and Company Shares issuable upon exercise of the Placement Warrants.
