Placement Agent Compensation. (a) In connection with the Offering, the Issuer will pay at each Closing (as defined in Section 4I below) a cash fee (the “Agent Cash Fee”) to the Placement Agent equal to 10% of the gross proceeds from the sale of the Units consummated at such Closing (subject to reduction at the sole discretion of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (i) the exchange for Units of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors (collectively, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent will also receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment Rights.
(b) As additional compensation, at or within ten (10) business days following the Final Closing, the Issuer will issue to the Placement Agent (or its designee(s)) for nominal consideration, warrants (the “Agent Warrants”) to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that number of shares of Common Stock equaling 10% of the number of shares of Common Stock (i) included in the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at an exercise price of $5.00 per share. There will be no Agent Warrants issued with respect to any Units purchased by any of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cas...
Placement Agent Compensation. The Cash Fee calculated in the manner provided in Section 1(b) of this Agreement shall have been paid to the Placement Agent by wire transfer of immediately available funds to an account specified by the Placement Agent to the Company prior to the Closing.
Placement Agent Compensation. The placement agent fee will be 7.0% of the Subscription Amount.
Placement Agent Compensation. The Placement Agents engaged by the Company in connection with the sale of the Units will receive commission compensation for their services, which will include a cash fee and may also include an equity fee. The cash fee payable to each Placement Agent will be an amount up to 8% of the Purchase Price for the Units sold to Purchaser(s) introduced to the Company by such Placement Agent. The equity fee payable to each Placement Agent will consist of either (i) a number of shares of Common Stock equal to 6% of the Purchase Price for the Units sold to Purchaser(s) introduced to the Company by such Placement Agent divided by $0.20/share; or (ii) 5-year warrants to purchase a number of shares of Common Stock equal to 10% of the Purchase Price for the Units sold to Purchaser(s) introduced to the Company by such Placement Agent divided by $0.20/share, at an initial exercise price $0.20/share, subject to adjustment for splits, stock dividends, and similar corporate transactions, and exercisable on a cashless basis. Additionally, one of the Placement Agents, Advisory Group Equity Services, Ltd. d/b/a RHK Capital, will render services to the Company in connection with the administration of the offering and sale of the Units, and for such administrative services will receive an additional cash fee of 2% of the Purchase Price for the Units sold to Purchaser(s) introduced to the Company by a Placement Agent other than RHK.
Placement Agent Compensation. The placement fee will be 7.0% for the gross proceeds raised in the Offering and a non-accountable expense allowance equal to 1.0% the gross proceeds raised in the Offering.
Placement Agent Compensation. (i) The Company agrees to pay the Placement Agent a selling commission of 9.375% of the sales price for each Unit sold from the 25,000,000 Units offered on a "best efforts" basis, as set forth in the Prospectus under the caption "Plan of Distribution" Notwithstanding the foregoing, it is understood and agreed that no commission shall be payable with respect to particular Units if the Company rejects a proposed subscriber's Subscription Agreement, which it may do for any reason or for no reason, as set forth in the form of Subscription Agreement or if the Company fails to sell at least 2,500 Units within __________ of the Effective Date of the Prospectus. In addition, no selling commission shall be payable in connection with the sale of Units to employees and associates of the Company and its Affiliates, or the Placement Agents.
(ii) Following the selling commissions paid on the Closing Date, all subsequent selling commissions payable to the Placement Agent will be paid on a monthly basis (the "Subsequent Closing Dates"), substantially concurrently with the acceptance of a subscriber by the Company and confirmation by the Escrow Agent that it holds cleared funds of the subscriber, in an amount equal to the selling commissions payable with respect to such Units; provided however, the Company reserves the right, at its sole discretion, to change the frequency of the payment of such commissions to a monthly basis; provided further that in no event will selling commissions be paid or payable prior to sale by the Company of not less than 2,500 Units ($2,500,000) and release of funds with respect thereto from escrow.
Placement Agent Compensation. Taglich Brothers, Inc. or its Affiliates shall be entitled to receive (a) a fee equal to five percent (5%) of the total amount of Notes sold in the Offering, and (b) warrants (the “Placement Agent Warrants”) entitling the Placement Agent or its Affiliates to purchase a number of Warrant Shares equal to ten percent (10%) of the number of Warrant Shares issuable to Purchasers of the Notes.
Placement Agent Compensation. The Placement Agents engaged by the Company in connection with the sale of the Units may receive commission compensation for their services, which will include a cash fee and may also include an equity fee. The cash fee payable to each Placement Agent will be an amount up to 8% of the Purchase Price for the Units sold to Purchaser(s) introduced to the Company by such Placement Agent. The equity fee payable to each Placement Agent will consist of either (i) a number of shares of Common Stock equal to 6% of the Purchase Price for the Units sold to Purchaser(s) introduced to the Company by such Placement Agent divided by $0.20/share; or (ii) 5-year warrants to purchase a number of shares of Common Stock equal to 10% of the Purchase Price for the Units sold to Purchaser(s) introduced to the Company by such Placement Agent divided by $0.20/share, at an initial exercise price $0.20/share, subject to adjustment for splits, stock dividends, and similar corporate transactions, and exercisable on a cashless basis.
Placement Agent Compensation. To enable the Placement Agents to rely on Rule 2710(b)(7)(C)(i) of the NASD, the registration of the Shares registered with the Commission could have been affected on Form S-3 under the Securities Act pursuant to the standards for such Form S-3 in effect prior to October 21, 1992.
Placement Agent Compensation. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to pay to the Placement Agent a fee (the “Placement Fee”) equal to 2.0% of the gross proceeds received by the Company from the sale of the Offered Securities. For the avoidance of doubt, the Placement Fee does not include any fees, expenses or other amounts paid or payable to, or on behalf of, the Placement Agents by the Company. The Placement Fee shall be payable in immediately available funds on the date (the “Closing Date”) the Company receives payment for the Offered Securities (the “Closing”) under one or more definitive securities purchase agreements between the Company and the purchasers (the “Purchasers”) of the Offered Securities.
