Placement Fees and Expenses. (i) Simultaneously with payment for and delivery of the Units at each Closing as provided in paragraph 4(a) above, the Company shall at such Closing pay to the Placement Agent (i) a commission (the "Cash Commission") equal to nine percent (9%) of the aggregate purchase price of the Units sold and (ii) a non-accountable expense allowance (the "Expense Allowance") equal to four percent (4%) 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 Agent shall designate. In addition, the Company shall pay to the Placement Agent a commission of five percent (5%) upon the exercise of the Class C Warrants. In addition, upon each Closing of the sale of the Units being offered, the Company will sell to the Placement Agent and/or its designees, for $.001 per option, options (the "Placement Options") to acquire a number of newly issued Units equal to ten percent (10%) of the number of Units issued in the Offering, exercisable for a period of five (5) years commencing six (6) months after the Final Closing Date at an exercise price equal to one hundred ten percent (110%) of the initial offering price of the Units. The Company agrees with the Placement Agent and its successors and assigns that the securities underlying the Placement Options will not be subject to redemption by the Company nor will they be callable or mandatorily convertible by the Company. The Placement Options cannot be transferred, sold, assigned or hypothecated for six months except that they may be assigned in whole or in part during such period to any NASD member participating in the Offering or any officer or employee of the Placement Agent or any such NASD member. The Placement Options will contain a cashless exercise feature, a provision for payment of the exercise price by promissory note, antidilution provisions and the right to have the Common Stock issuable upon exercise of the Placement Options included on the Shelf Registration Statement.
Placement Fees and Expenses. Simultaneously with payment for, and delivery of, the Units 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 principal value of the Units placed by the Placement Agent for sale. With respect to purchases by Purchasers set forth on Exhibit A, the Company shall at Closing pay to the Placement Agent a fee equal to one percent (1%) of the principal value of the Units purchased by such Purchasers. In addition, 60 days following the Closing, the Company agrees to provide the Placement Agent with warrants to purchase a number of shares of Common Stock equal to two and one half percent (2.5%) of the principal value of the Units placed by the Placement Agent. The warrants will have the same provisions as the Warrants offered to investors participating in this Offering; provided, however, that their price shall be equal to the greater of the Warrant price offered in the Offering or the closing price of the Common Stock on the 60th day (or the trading day nearest the 60th day) following the Closing. The warrants will expire 2 years from the date of issue. 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, independent accountants and other consultants to the Placement Agent); provided, however, that without the written consent of the Company, the amount of such reimbursable expenses for legal counsel, independent accountants and other consultants shall not exceed $10,000. 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 Units under the securities or Blue Sky laws of the states which the Placement Agent shall designate. FIG Partners, L.L.C. January 25, 2010
Placement Fees and Expenses. (i) Simultaneously with payment for and delivery of the Units at each Closing as provided in paragraph 4(a) above, the Company shall at such Closing pay to the Placement Agent (i) a commission (the "Cash Commission") equal to nine percent (9%) of the aggregate purchase price of the Units sold and (ii) a non-accountable expense allowance (the "Expense Allowance") equal to four percent (4%) 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 Agent shall designate. In addition, upon each closing of the sale of the Units being offered, the Company will sell to the Placement Agent and/or its designees, for $.001 per option, options (the "Unit Purchase Options") to acquire a number of newly issued Units equal to 10% of the Units issued at such closing, exercisable for a period of ten years commencing six months after the Closing Date at an exercise price equal to 110% of the initial offering price of the Units. The Company agrees with the Placement Agent and its successors and assigns that the securities underlying the Unit Purchase Options will not be subject to redemption by the Company nor will they be callable or mandatorily convertible by the Company. The Unit Purchase Options cannot be transferred, sold, assigned or hypothecated for six months except that they may be assigned in whole or in part during such period to any NASD member participating in the Offering or any officer or employee of the Placement Agent or any such NASD member. The Unit Purchase Options will contain a cashless exercise feature and antidilution provisions and the right to have the Warrants underlying such options, the Warrant Shares issuable upon exercise of such Warrants and the Conversion Shares issuable upon conversion of the Preferred Stock underlying such options included on the Shelf Registration Statement. In addition to the foregoing, the Company will pay the Placement Agent a commission of 6% upon the exercise of any of the Warrants. Any out-of-pocket costs incurred by the Placement Agent in connection with the solicitation of Warrant exercises or the redemption of Warrants shall be borne by the Company.
Placement Fees and Expenses. (i) As compensation for the Placement Agent’s services rendered hereunder, the Company will pay the Placement Agent an aggregate placement fee (the “Placement Fee”) equal to the sum of (a) six percent (6.0%) of the aggregate gross proceeds from Shares purchased in the Offering by investors introduced by the Placement Agent and (b) one percent (1.0%) of the aggregate gross proceeds from Shares purchased in the Offering by investors not introduced by the Placement Agent. The Company agrees that any Placement Fee shall be payable by the Company to the Placement Agent in cash, by wire transfer of good and immediately available funds, on the Closing Date upon any closing of the Offering. In the event that there are multiple Closing Dates, the portion of the Placement Fee associated with the investment being closed will be payable in accordance with this Section 4(c)(i) at such closing.
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 each anticipated offering. The fees set forth in this section are the same fees described in the Investment Banking Agreement between CMS and the Company and are not intended to be charged twice.
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. (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.
Placement Fees and Expenses 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.
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.
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.
