Common use of Tail Fee Clause in Contracts

Tail Fee. The Underwriters shall be entitled to a cash fee equal to seven point five percent (7.5%) of the gross proceeds received by the Company from the sale of any equity, debt and/or equity derivative instruments to any investor actually introduced by the Underwriters to the Company during the period (the “Engagement Period”) commencing September 25, 2024, and ending on the earlier of (i) September 25, 2025 or (ii) the final closing in connection with this Offering (each a “Tail Financing”), and such Tail Financing is consummated at any time during the Engagement Period or within the eighteen (18) months immediately following the expiration or termination of the Engagement Period (the “Tail Period”), provided that such Tail Financing is by a party actually introduced to the Company in an offering in which the Company has direct knowledge of such party’s participation. The right to receive a fee in connection with this Section 7.4 shall be subject to FINRA Rule 5110(g)(5)(B), and the Company shall have a right of termination for cause, which includes that the Company may terminate the Underwriters’ engagement upon the Underwriters’ material failure to provide the underwriting services required by this Agreement. The Company’s exercise of the right of termination for cause will eliminate any obligations with respect to the payment of any termination fee or provision of any tail financing fee, including the tail financing set forth above.

Tail Fee. The Underwriters shall be entitled to a cash fee equal to seven point five percent (7.5%) of the gross proceeds received by the Company from the sale of any equity, debt and/or equity derivative instruments to any investor actually introduced by the Underwriters to the Company during the period (the “Engagement Period”) commencing September 25November 27, 2024, and ending on the earlier of (i) September 25May 27, 2025 2026 or (ii) the final closing in connection with this Offering (each a “Tail Financing”), and such Tail Financing is consummated at any time during the Engagement Period or within the eighteen twelve (1812) months immediately following the expiration or termination of the Engagement Period Closing Date (the “Tail Period”), provided that such Tail Financing is by a party actually introduced to the Company in an offering in which the Company has direct knowledge of such party’s participation. The right to receive a fee in connection with this Section 7.4 shall be subject to FINRA Rule 5110(g)(5)(B), and the Company shall have a right of termination for cause, which includes that the Company may terminate the Underwriters’ engagement upon the Underwriters’ material failure to provide the underwriting services required by this Agreement. The Company’s exercise of the right of termination for cause will eliminate any obligations with respect to the payment of any termination fee or provision of any tail financing fee, including the tail financing set forth above.

Tail Fee. The Underwriters shall be entitled to a cash fee equal to seven point five percent (7.5%) of the gross proceeds received by the Company from the sale of any equity, debt and/or equity derivative instruments to any investor actually introduced by the Underwriters to the Company during the period (the “Engagement Period”) commencing September 25March 10, 20242025, and ending on the earlier of (i) September 25October 15, 2025 or (ii) the final closing in connection with this Offering (each a “Tail Financing”), and such Tail Financing is consummated at any time during the Engagement Period or within the eighteen (18) months immediately following the expiration or termination of the Engagement Period (the “Tail Period”), provided that such Tail Financing is by a party actually introduced to the Company in an offering in which the Company has direct knowledge of such party’s participation. The right to receive a fee in connection with this Section 7.4 shall be subject to FINRA Rule 5110(g)(5)(B), and the Company shall have a right of termination for cause, which includes that the Company may terminate the Underwriters’ engagement upon the Underwriters’ material failure to provide the underwriting services required by this Agreement. The Company’s exercise of the right of termination for cause will eliminate any obligations with respect to the payment of any termination fee or provision of any tail financing fee, including the tail financing set forth above.

Tail Fee. The Underwriters Representative shall be entitled to a cash fee equal to seven point five percent (7.57.0%) of the gross proceeds received by the Company from the sale of any equity, debt and/or equity derivative instruments to any investor actually introduced by the Underwriters Representative to the Company during the period (the “Engagement Period”) commencing September 25June 4, 2024, 2025 and ending on the earlier of (i) September 25June 4, 2025 2026 or (ii) the final closing in connection with this Offering (each a “Tail Financing”), and such Tail Financing is consummated at any time during the Engagement Period or within the eighteen twelve (1812) months immediately following the expiration or termination of the Engagement Period (the “Tail Period”), provided that such Tail Financing is by a party actually introduced to the Company in an offering in which and not known to the Company has direct knowledge of before such party’s participationintroduction. The right to receive a fee in connection with this Section 7.4 shall be subject to FINRA Rule 5110(g)(5)(B), and the Company shall have a right of termination for cause, which includes that the Company may terminate the Underwriters’ Representative’s engagement upon the Underwriters’ Representative’s material failure to provide the underwriting services required by this Agreement. The Company’s exercise of the right of termination for cause will eliminate any obligations with respect to the payment of any termination fee or provision of any tail financing fee, including the tail financing set forth above.

Tail Fee. The Underwriters shall be entitled to a cash fee equal to seven point five percent (7.5%) of the gross proceeds received by the Company from the sale of any equity, debt and/or equity derivative instruments to any investor actually introduced by the Underwriters to the Company during the period (the “Engagement Period”) commencing September 25March 10, 2024, 2025 and ending on the earlier of (i) September 25October 15, 2025 or (ii) the final closing in connection with this Offering (each a “Tail Financing”), and such Tail Financing is consummated at any time during the Engagement Period or within the eighteen (18) months immediately following the expiration or termination of the Engagement Period (the “Tail Period”), provided that such Tail Financing is by a party actually introduced to the Company in an offering in which the Company has direct knowledge of such party’s participation. The right to receive a fee in connection with this Section 7.4 shall be subject to FINRA Rule 5110(g)(5)(B), and the Company shall have a right of termination for cause, which includes that the Company may terminate the Underwriters’ engagement upon the Underwriters’ material failure to provide the underwriting services required by this Agreement. The Company’s exercise of the right of termination for cause will eliminate any obligations with respect to the payment of any termination fee or provision of any tail financing fee, including the tail financing set forth above.

Tail Fee. The Underwriters Representative shall be entitled to a cash fee equal to seven point five percent (7.57.0%) of the gross proceeds received by the Company from the sale of any equity, debt and/or equity derivative instruments to any investor actually introduced by the Underwriters Representative to the Company during the period (the “Engagement Period”) commencing September 25July 21, 20242025, and ending on the earlier of (i) September 25July 21, 2025 2026 or (ii) the final closing in connection with this Offering (each a “Tail Financing”), and such Tail Financing is consummated at any time during the Engagement Period or within the eighteen twelve (1812) months immediately following the expiration or termination of the Engagement Period (the “Tail Period”), provided that such Tail Financing is by a party actually introduced to the Company in an offering in which the Company has direct knowledge of such party’s participation. The right to receive a fee in connection with this Section 7.4 shall be subject to FINRA Rule 5110(g)(5)(B), and the Company shall have a right of termination for cause, which includes that the Company may terminate the Underwriters’ Representative’s engagement upon the Underwriters’ Representative’s material failure to provide the underwriting services required by this Agreement. The Company’s exercise of the right of termination for cause will eliminate any obligations with respect to the payment of any termination fee or provision of any tail financing fee, including the tail financing Tail Financing set forth above.

Tail Fee. The Underwriters Representative shall be entitled to a cash fee equal to seven point five eight percent (7.58%) of the gross proceeds received by the Company from the sale of any equity, debt and/or equity derivative instruments to any investor actually introduced by the Underwriters Representative to the Company during the period (the “Engagement Period”) commencing September 25on July 18, 2024, and ending on the earlier of (i) September 25six (6) months from July 18, 2025 2024, or (ii) the final closing in connection with of this Offering (each a “Tail Financing”), and such Tail Financing is consummated at any time during the Engagement Period or within the eighteen twelve (1812) months immediately following the expiration or termination closing of the Engagement Period this Offering (the “Tail Period”), provided that such Tail Financing is by a party actually introduced to the Company in an offering in which the Company has direct knowledge of such party’s participation. The right to receive a fee in connection with this Section 7.4 shall be subject to FINRA Rule 5110(g)(5)(B), and the Company shall have a right of termination for cause, which includes that the Company may terminate the Underwriters’ Representative’s engagement upon the Underwriters’ Representative’s material failure to provide the underwriting services required by this Agreement. The Company’s exercise of the right of termination for cause will eliminate any obligations with respect to the payment of any termination fee or provision of any tail financing fee, including the tail financing set forth above.