Placement Fees and Expenses. (i) As compensation for the Placement Agents’ services rendered hereunder, the Company will pay the Placement Agents an aggregate placement fee (the “Placement Fee”) equal to five percent (5.0%) of the aggregate gross proceeds from Shares purchased by Purchasers solicited by the Placement Agents in the Offering, provided, however, with respect to proceeds received by the Company from the sale of the Shares to certain investors identified by the Company at or before the time of the Company’s acceptance of any such investor’s Subscription Offer Form, as “friends and family,” the Company will pay the Placement Agents one percent (1.0%) of such proceeds received by the Company. The Company agrees that any Placement Fee payable by the Company to the Placement Agents will be in cash, and will be paid out of the escrowed funds held by the Escrow Agent on the Closing Date pursuant to a joint instruction from the Company and the Representative to the Escrow Agent.
(ii) The Placement Fee received by the Placement Agents will be allocated between the Placement Agents pursuant to the allocation schedule set forth in Schedule 3.
(iii) In addition, whether or not a sale of the Shares occurs, and in addition to the compensation described in Section 6(c)(i) above, the Company shall, upon request and from time to time, reimburse the Placement Agents for all reasonable and documented travel and out-of-pocket expenses and disbursements incurred in connection with this engagement, including without limitation: (i) up to $50,000 in legal fees (which includes fees and expenses of Placement Agents’ counsel in obtaining a no-objection letter from FINRA), and (ii) up to $25,000 in travel and other out-of-pocket expenses for the Placement Agents, and marketing and syndication expenses. Such expenses may include those incurred in connection with services performed pursuant to this Agreement as well as any services which may have been performed pursuant to the Engagement Letter. The provisions of this paragraph are not intended to apply to, and shall not in any way limit or impair, the indemnification and contribution sections included in or incorporated by reference into this Agreement.
Placement Fees and Expenses. Except to the extent set forth in Section 3.7, and except as otherwise may be provided in the Registration Rights Agreement, each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company shall pay on the Closing Date out of the Purchase Price up to six percent (6%) of the total Purchase Price to FleetBoston Xxxxxxxxx Xxxxxxxx, Inc., as placement agent (the "Placement Agent") and shall issue to the Placement Agent a warrant (the "Placement Agent Warrant") to purchase up to that number of shares of Common Stock as shall be equal to ten percent (10%) of the number of shares of Common Stock underlying the Warrants issued to the Purchasers. The Placement Agent Warrant, if any, shall have an exercise period of five years from the Closing Date. Except for the number of shares of Common Stock issuable upon its exercise, the Placement Agent Warrant shall be identical to the Warrants and shall be in the form attached to this Agreement as Exhibit C. The shares of Common Stock issuable upon the exercise of the Placement Agent Warrant shall be included within the definition of Registrable Securities under the Registration Rights Agreement, and the Placement Agent shall be a party to the Registration Rights Agreement. The Company shall pay all stamp and other taxes and duties levied in connection with the issuance of the Securities pursuant to this Agreement.
Placement Fees and Expenses. Upon Closing, the Company shall pay to CMS (to be paid directly from the escrowed funds raised) a commission (the "Cash Commission") equal to ten percent (10%) of the aggregate purchase price of the Securities sold to such investor, plus an additional three percent (3%) of the purchase price for non-accountable expenses ("Non-Accountable Expense Fee"). The Company shall also pay all expenses in connection with qualifying the Securities for sale to the Investors under applicable securities or blue sky laws of the states of the United States (or in obtaining an exemption from such qualification). In addition to the Cash Commission and the Non-Accountable Expense Fee, the Company shall also receive One Million (1,000,000) shares of Mach One Corporation (MNCN) common stock. Such stock will be unregistered. All such shares will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges. This stock will be paid to CMS or its assigns., as may be permitted, upon the closing of the offering.
Placement Fees and Expenses. Upon Closing, the Company shall pay to CMS (to be paid directly from the escrowed funds raised) a commission (the "Cash Commission") equal to ten percent (10%) of the aggregate purchase price of the Securities sold to such investor, plus an additional three percent (3%) of the purchase price for non-accountable expenses ("Non-Accountable Expense Fee"). The Company shall also pay all expenses in connection with qualifying the Securities for sale to the Investors under applicable securities or blue sky laws of the states of the United States (or in obtaining an exemption from such qualification). These same fees are described in the Investment Banking Agreement between CMS and the Company and are not intended to be charged twice. In addition to the Cash Commission and the Non-Accountable Expense Fee, the Company shall receive placement agent warrants equivalent to 10% of the number of shares which would be issued by the Company if all Notes sold would be converted (ie. in the event that $1.5 Million in Notes is sold, the underlying shares would be 30 million; thus the Placement Agent would receive 3 million warrants). These warrants shall be exercisable at $0.06 (6 cents) per share. The holders of the warrants shall have the right to a traditional "cashless exercise". If at the time of the exercise of the warrants, there is not an effective registration statement covering resale of the shares being received upon exercise, then such stock certificate or certificates shall bear an appropriate legend referring to the registration requirements of the Securities Act of 1933; however, in such event, the Company shall prepare and file with the Securities and Exchange Commission within 90 days after Conversion a registration statement on Form SB-2 or S-1 or such other form as is appropriate in order to register the Converted Shares. In the event that the Company fails to file a registration statement within 90 days as set forth above; or fails to prosecute such registration in good faith, the Company shall be obligated to pay to CMS that number of additional placement agent warrants equal to 2,187,500 multiplied by (the dollar value of the Notes sold in the offering divided by $1,500,000).
Placement Fees and Expenses. Upon Closing, the Company shall pay to CMS (to be paid directly from the escrowed funds raised) a commission (the "Cash Commission") equal to ten percent (10%) of the aggregate purchase price of the Securities sold to such investor, plus an additional three percent (3%) of the purchase price for non-accountable expenses ("Non-Accountable Expense Fee"). The Company shall also pay all expenses in connection with qualifying the Securities for sale to the Investors under applicable securities or blue sky laws of the states of the United States (or in obtaining an exemption from such qualification). Upon Closing CMS shall be entitled to an aggregate of 1,250,000 underwriters warrants to purchase 1,250,000 shares of common Stock at .024 for the $250,000 in equity raised at .02 per share. The shares to be issued to CMS will be issued to CMS and/or its assigns upon closing of the sale of the equity offering. If one ore or more closing occurs then CMS shall be entitled to a number of warrants equal to ten percent of the shares issued for the equity raised.
Placement Fees and Expenses. (i) At the Closing, pursuant to the terms of the Escrow Agreement, the Escrow Agent shall release the funds held in the Escrow Account for collection by the Company and the Placement Agents. The Company agrees that the Placement Agents shall receive a commission (the "Cash Commission") equal to six percent (6%) of the aggregate purchase price of all of the Shares sold in the Offering. The Company further agrees to reimburse the Placement Agents for all out-of-pocket expenses incurred by the Placement Agents in connection with such Offering to the extent required by Section 4(h) hereof (the "Expenses"). All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to you and counsel for the Placement Agents. The Company will furnish you with such conformed copies of such opinions, certificates, letters and other documents as you shall reasonably request.
Placement Fees and Expenses. (i) whole or in part during such period to any NASD member participating in the Offering or any officer of the Placement Agent or any such NASD member. The Placement Warrants will contain a cashless exercise feature and certain registration rights.
(ii) The Cash Commission, Expenses, and Placement Warrants as set forth in this Agreement shall be paid to the Placement Agent with respect to any investment by any investors introduced to the Company by the Placement Agent ("Covered Investors") in the event that any such Covered Investor purchases any securities from the Company during the 12 months following the Closing].
Placement Fees and Expenses. At the Closing, the Company shall at such Closing pay to Joseph Stevens as a result of ixxxxxxxxxx xxde by individuals or entities introduced to the Company by Joseph Stevens a commission (the "Xxxx Xxxxxxsion") equal to seven percent (7%) of the aggregate purchase price of the Securities sold to such investor. The Company shall also pay all expenses in connection with qualifying the Securities for sale to the Investors under the Securities Purchase Agreement under applicable securities or blue sky laws of the states of the United States (or in obtaining an exemption from such qualification). In addition, at the Closing the Company shall issue to Joseph Stevens, and/or its respexxxxx xxxxxxxxs, warrants (the "Placement Warrants") to acquire a number of newly issued shares of the Company's Common Stock equal to 10% of the Securities sold to issued individuals or entities introduced to the Company by Joseph Stevens, for $.001 per wxxxxxx, xxxxxxsable for a period of 5 years from the Closing Date at an exercise price equal to 110% of the Purchase Price. The shares issuable upon exercise of the Placement Warrants shall be entitled to the registration rights described in Article V of the Securities Purchase Agreement. The shares underlying the Placement Warrants shall not be subject to redemption by the Company nor shall they be callable or mandatorily convertible by the Company. The Placement Warrants shall not be transferred, sold, assigned or hypothecated for a period of six months; provided, however, that Joseph Stevens may assign in whoxx xx xx xxxx during such period to any NASD member participating in the Offering, any officer or employee of Joseph Stevens, or any such NAXX xxxxxx. Xxx Placement Warrants shall contain a cashless exercise feature, anti-dilution provisions and registration rights comparable to those provided Investors in Article V of the Securities Purchase Agreement. Furthermore, the Company shall issue to Joseph Stevens, and/or its respexxxxx xxxxxxxxs, that number of shares of Common Stock ("Placement Shares") equal to 10% of the number of shares of Common Stock purchased in the Offering. The Placement Shares shall be entitled to the registration rights described in Article V of the Securities Purchase Agreement.
Placement Fees and Expenses. (i) As compensation for the Placement Agent’s services hereunder, the Company will pay in cash to the Placement Agent a placement fee (the “Placement Fee”) equal to (i) five percent (5%) of the gross proceeds from Shares purchased. Any Placement Fee will be payable to the Placement Agent in cash, by wire of good and immediately available funds, upon any closing date. Notwithstanding the foregoing, any Shares purchased by investors who were not solicited by the Placement Agent, namely, Lxxxx Xxxxxxxx and GKCC, LLC, shall not be used in calculating the Placement Fee.
(ii) In addition, whether or not a sale of the Shares occurs, the Company shall reimburse the Placement Agent upon demand for their reasonable out-of-pocket expenses and disbursements incurred in connection with this engagement, including, but not limited to, travel, reasonable fees and disbursements of the Placement Agent’s legal counsel, and printing and distribution of Offering Materials, provided, however, that such expense reimbursement shall not exceed $125,000 in the aggregate without the Company’s consent, which consent shall not be unreasonably withheld. The provisions of this paragraph are not intended to apply to, and shall not in any way limit or impair, the indemnification and contribution sections of this Agreement. The Placement Agent agrees to be responsible for any and all expenses incurred by the Placement Agent in connection with the Offering above such $125,000 amount.
Placement Fees and Expenses. Simultaneously with payment for, and delivery of, the Shares at the Closing as provided in Section 4(a) above, the Company shall at such Closing pay to the Placement Agent, as consideration for the Placement Agent’s services in connection with the Offering, a fee equal to six percent (6%) of the gross value of the Common Stock placed by the Placement Agent for sale. In addition, the Company agrees to provide the Placement Agent with warrants to purchase a number of shares of Common Stock equal to 6% of the number of shares of Common Stock placed by the Placement Agent. The warrants will have the same provisions as the warrants offered to investors participating in this Offering. Whether or not the closing of the Offering occurs, the Company shall reimburse the Placement Agent for all reasonable out-of-pocket expenses incurred by the Placement Agent in connection with its engagement hereunder (including, without limitation, reasonable fees and expenses of legal counsel to the Placement Agent); provided, however, that without the written consent of the Company, the amount of such reimbursable expenses shall not exceed $45,000 in the aggregate. Reimbursement of such expenses shall be made by the Company promptly following submission by the Placement Agent of invoices therefore from time to time. The Company shall also pay all expenses in connection with the qualification of the Shares under the securities or Blue Sky laws of the states which the Placement Agent shall designate.
