Placement Fee and Expenses. Upon execution of the Engagement Letter, the Company paid to the Placement Agent a non-refundable fee of $17,500 for investment banking services. Simultaneously with payment for and delivery of the Shares at each Closing as provided in Section 4(a) above, the Company shall at such Closing pay to the Placement Agent (i) a retail sales commission equal to eight percent (8%) of the gross proceeds (the “Placement Agent Fee”) of the Shares and any Over-subscription Shares sold and (ii) a marketing allowance equal to two percent (2%) of the gross proceeds of the Shares and any Over-subscription Shares sold. The Company will, at each Closing, issue and sell to the Placement Agent or its designees Agent’s Warrants to purchase such number of shares of Common Stock equal to 20% of the number of shares sold in the Offering and having a per share exercise price equal to the price per Share in the Offering. The Agent’s Warrants will be exercisable from the date of issuance until three years thereafter. The Agent’s Warrants will be in such form (including provisions providing “cashless” exercise and anti-dilution protection) as is customarily received by the Placement Agent in similar transactions. The Reserved Shares underlying the Agent’s Warrants will have identical registration rights to the Shares being sold in the Offering. The Placement Agent shall be entitled to solicit the services of other broker-dealers which are registered with the National Association of Securities Dealers, Inc. (the “Selling Group”) and may reallow all or any part of its compensation and warrants with respect to sales by members of the Selling Group. Simultaneously with each Closing of the Offering or on the Termination Date, the Company shall pay the Placement Agent a non-accountable expense allowance equal to three percent (3%) of the gross proceeds of the Shares and any Over-subscription Shares sold.
Placement Fee and Expenses. Simultaneously with payment for and delivery of the Units at the Initial Closing (and each Subsequent Closing) as provided in paragraph 4(a) above, the Company shall at such Closing pay to the Placement Agent a commission equal to ten (10%) percent of the aggregate purchase price of the Units sold. Additionally, from the proceeds of the Initial Closing, the Company shall pay all Placement Agent's reasonable counsel expenses, disbursements and fees, not to exceed the sum of $10,000 (exclusive of the blue sky legal expenses hereinafter described). Additionally, at the Initial Closing, the Company shall pay the Placement Agent the sum of $25,000 in consideration of its delivery of a "fairness" opinion respecting the fair market value of the Company's purchase of Gold Coast Finance, Inc. and National-Wide Premium Finance Co. The Company shall also pay filing fees, printing costs, postage and mailing expenses with respect to the transmission of the Offering and Ancillary Documents, registrar and transfer agent fees, issue and transfer taxes, if any, and counsel fees of the Placement Agent in connection with the qualification of the Units under the securities or blue sky laws of the states which the Placement Agent shall designate at a fee of Seven Thousand Five Hundred ($7,500.00) Dollars, plus expenses and disbursements. The Company also shall pay for the costs of placing "tombstone advertisements" in any publications which may be selected by the Placement Agent, all costs and expenses in connection with the establishment and maintenance of the Account referred to in paragraph I of this Agreement, and all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this paragraph 4(d), including the reasonable cost of transaction memorabilia determined at the reasonable discretion of the Placement Agent.
Placement Fee and Expenses. Simultaneously with payment for and delivery of the Units at each Closing as provided in paragraph 3(a) above, the Company shall at such Closing pay to the Placement Agent (i) a commission equal to seven percent (7%) of the aggregate purchase price of the Units sold; and (ii) an accountable expense allowance up to $75,000; provided, however, if such accountable expenses exceed $75,000, such excess amount shall be reimbursed by the Company upon written approval by the Company (collectively, the "Transaction Fee"). The Company shall also pay all expenses in connection with the qualification of the Units under the securities or Blue Sky laws of the states which the Placement Agent shall designate. The Company will, at the Initial Closing, issue to you or your designees (which may include any Selected Dealer or any officer of the Placement Agent or a Selected Dealer) the Agent's Warrants in the form annexed hereto as Exhibit 1 to purchase 200,000 shares of Common Stock. The Agent's Warrants will be exercisable for a period of five years from the Initial Closing Date. The Placement Agent will be entitled to receive the Transaction Fee whether or not the Units offered in the Private Placement are sold by the Placement Agent, the Company or any third party. Further, if the Company consummates any equity or debt financing on or after the date of this Agreement, but in no event later than twelve (12) months after the final closing of the Offering, with any party initially introduced to the Company by the Placement Agent, the Placement Agent will be entitled to receive the Transaction Fee in the same proportion to any such investment in the Company by such party as the Transaction Fee bears to the Offering.
Placement Fee and Expenses. Simultaneously with payment for and delivery of the Units at each Closing as provided in paragraph 3(a) above, the Company shall at such Closing pay to the Placement Agent (i) a commission equal to 9% of the gross proceeds from the sale of the Units; (ii) reimbursement of up to $50,000 of accountable expenses (exclusive of up to $12,000 for blue sky fees disbursements and up to $20,000 of Placement Agent's counsel fees which shall also be reimbursable by the Company; and (iii) warrants to purchase that number of shares of Common Stock as equals 10% of the Warrant Shares issuable upon exercise of the Warrants sold in the Offering (the Agent's Warrants). The Agent's Warrants will be substantially identical to the Warrants included in the Units except that they will not be subject to redemption by the Company. The Company shall also pay all expenses in connection with the qualification of the Units under the securities or Blue Sky laws of the states which the Placement Agent shall designate, including legal fees and filing fees (not to exceed $12,000). The Agent's Warrants will be issue to you or your designees (which may include any Selected Dealer or any officer of the Placement Agent or a Selected Dealer).
Placement Fee and Expenses. Simultaneously with payment for and delivery of the Units at each Closing as provided in paragraph 3(a) above, the Company shall at such Closing pay to the Placement Agent (i) a commission equal to 6.5% of the aggregate purchase price of the Units sold (including Over-allotment Option Units); (ii) a structuring fee equal to 2.5% of the aggregate purchase price of the Units sold (including Over-allotment Option Units) and (iii) reimbursement of accountable expenses up to $25,000 (excluding legal fees and disbursements of counsel to the Placement Agent which shall also be reimbursable by the Company). The Company shall also pay all expenses in connection with the qualification of the Units under the securities or Blue Sky laws of the states which the Placement Agent shall designate, including legal fees (not to exceed $2,500) and filing fees. The Company will, at each Closing, issue to you or your designees (which may include any Selected Dealer or any officer of the Placement Agent or a Selected Dealer) warrants to purchase 62,500 shares of Common Stock at an exercise price of $.25 per share $50,000 raised in the Offering and sell to you for $.01 per warrant warrants to purchase 62,500 shares of Common Stock at an exercise price of $.25 per share $50,000 raised in the Offering (collectively, the "Agent's Warrants"). The Agent's Warrants will be substantially identical to the Warrants comprising the Units.
Placement Fee and Expenses. On the Closing Date, the Company shall pay -------------------------- to the Purchaser a placement fee of $100,000. In addition, the Company shall reimburse the Purchaser for its reasonable fees and expenses in connection with the purchase of the Securities, subject to a maximum reimbursement of $10,000. Such amounts shall be paid via certified bank check or irrevocable wire transfer.
Placement Fee and Expenses. Simultaneously with payment for and delivery of the Units at each Closing as provided in paragraph 3(a) above, the Company shall at such Closing pay to the Placement Agents (i) a commission equal to 10% of the aggregate purchase price of the Units sold and (ii) a non- accountable expense allowance equal to 3% of the aggregate purchase price of the Units sold. The Company shall also pay all expenses in connection with the qualification of the Units under the securities or Blue Sky laws of the states which the Placement Agents shall designate. The Company will, at each Closing, issue to you or your designees (which may include any Selected Dealer or any officer of the Placement Agents or a Selected Dealer) the Agents' UPO in the form annexed hereto as Exhibit 1 to purchase 15% of the Units sold in the Offering. The Agents' UPO will be exercisable for a period of five years from the Initial Closing.
Placement Fee and Expenses. Promptly following the Company's receipt of cleared funds from the Required Disbursement made by the Investor at each Closing, the Company shall pay the Investor a placement fee of 5% on the gross amount of each such Required Disbursement at each Closing. In addition, promptly following the Company's receipt of cleared funds from the Required Disbursement made by the Investor at the Initial Closing, the Company shall reimburse the Investor for all of its documented reasonable out-of-pocket fees and expenses, including reasonable fees and disbursements of its counsel, Hunton & Williams P.A., subject to a maximum reimbursement amount of $50,000, xxxxxred in connection with: (a) this Agreement and the transactions contemplated by this Agreement; and (b) as may be incurred in connection with a separate promissory note agreement and contemplated related documents and transactions pursuant thereto, contemplated to be entered into by and between the Company and the Investor and/or its designee.
Placement Fee and Expenses. As of the Closing Date, the terms and -------------------------- provisions of Section I(D) above shall have been satisfied.
Placement Fee and Expenses. (i) At the Closing, the Company shall pay to the Placement Agents a commission equal to eight percent (8%) of the aggregate proceeds derived from the Financing. In addition, the Company shall pay the Placement Agents a non-accountable and non-refundable expense allowance, equal to Sixty-Five Thousand Dollars ($65,000) of the aggregate proceeds to be derived from the Financing, Fifty Thousand Dollars ($50,000) of which is payable to Lighthouse, with Thirty Thousand Dollars ($30,000) payable to Lighthouse upon the execution hereof and the balance of Fifteen Thousand Dollars ($15,000) to Xxxxx, and Twenty Thousand Dollars ($20,000) to Lighthouse upon the first Closing.
(ii) The Company has granted to Lighthouse (and to Xxxxx if the Minimum Offering is raised) a right of first refusal to underwrite or place any future public sales or private sales of debt or equity securities whatsoever of the Company or of any Subsidiary or successor thereof, (excluding sales to employees of the Company or of its Subsidiaries or successors), or any such sale by any of the principal shareholders of the Company, or of its Subsidiaries and successors, for a period commencing on March 1, 2003 and expiring on March 1, 2006. If any such proposed financing is offered to the Placement Agents as aforesaid, the Placement Agents shall have 30 days in which to determine whether or not to accept such offer and, if the Placement Agents decline the offer, the right of first refusal shall be forfeited by the Placement Agents, but only if such a financing is consummated with another underwriter or placement agent upon the same terms and conditions as those offered to the Placement Agents, and such financing is consummated within six (6) months after the end of the 30 day period referred to above. If after a declination by the Placement Agents the aforesaid conditions are not satisfied, then the right of first refusal to the Placement Agents shall be reinstated.
(iii) The Company shall pay the Placement Agents a transaction fee consisting of (i) three percent (3%) of all consideration paid or payable and (ii) if mutually agreed upon by the parties, an equity participation in the surviving entity, in the event that the Company or any of its Subsidiaries is party to any merger, acquisition, joint venture or other transaction or series of transactions during the eighteen (18) months from the Closing of the Offering; provided, however, such fee shall be five percent (5%) if the gross proceeds rais...
