Common use of Tail Financing Clause in Contracts

Tail Financing. If the Company consummates any public or private offering, capital raising transaction or other financing of any kind (a “Tail Financing”) during the 12-month period following the completion of the Offering (the “Tail Term”), to the extent any such Tail Financing is provided to the Company, in whole or in part, by investors whom Revere had contacted or introduced to the Company (the “Revere Contacts”) during the Tail Term, then the Company shall, in connection with each Tail Financing during the Tail Term, (i) pay to Revere a cash fee, or as to an underwritten offering an underwriting discount, equal to 7.0% of the aggregate gross proceeds raised from the Revere Contacts (and if a Tail Financing includes an over-allotment option or other additional investment component, 7.0% of the aggregate gross proceeds of such proportional number of ordinary shares attributable to the Representatives Contacts participating in such Tail Financing and sold pursuant to such over-allotment option or other investment component) and (ii) issue to Revere or its designees warrants (“Tail Warrants”) to purchase that number of Class B Shares equal to 7.0% of the aggregate number of Class B Shares (or Class B Share equivalents, if applicable) placed or sold to, or received by, the Revere Contacts (and if a Tail Financing includes an over-allotment option or other additional investment component, Tail Warrants equal to 7.0% of such proportional number of Class B Shares attributable to the Revere Contacts participating in such Tail Financing and sold pursuant to such over-allotment option or other investment component). The Tail Warrants shall be in a customary form reasonably acceptable to Revere, have a term of five (5) years, contain and piggyback registration rights, and have an exercise price equal to 100% of the offering price per share (or unit, if applicable) in the applicable Tail Financing and if such offering price is not available, the market price of the Class B Shares or other securities offered on the date a Tail Financing is commenced (the “Tail Offer Price”). If Tail Warrants are issued to investors in a Tail Financing, the Tail Warrants shall have the same terms as the warrants issued to investors in the applicable Tail Financing, except that such Tail Warrants shall have an exercise price equal to 100% of the Tail Offer Price.

Tail Financing. If If, during a period of eighteen (18) months following the Initial Closing or earlier termination of this Agreement, the Company (i) signs a definitive agreement with respect to an investment by any party introduced (directly or indirectly) to the Company by Aegis (x) during the Term, including, without limitation, individuals or entities Aegis has introduced to and/or contacted on behalf of the Company through an in-person, electronic or telephonic communication or investors that Aegis had “wall-crossed” in connection with the Private Placement or the current bridge private placement of promissory notes, (regardless of when such investment is consummated) or (y) prior to the Term, including, but not limited to, existing shareholders of the Company that were previously introduced to the Company by Aegis in connection with prior financings of the Company (such parties set forth in (i) above, including affiliates and referrals of such parties are hereinafter, “Aegis Tail Investors”), or (ii) consummates any investment with any Aegis Tail Investors, Aegis shall be entitled to the the fees calculated according to the percentages set forth in Section 2 above. In that regard, upon the Company’s request, Aegis shall furnish the Company a list of Aegis Tail Investors (the “Aegis Tail Investor List”) within 15 business days following the termination or expiration of the Term, which shall represent a comprehensive list of Aegis Tail Investors for purposes of the tail provisions of this section. The Company acknowledges and agrees that the Aegis Tail Investor List is proprietary to Aegis and shall be maintained in strict confidence by the Company. As used herein, the term “Aegis Tail Investors” includes any party that is an affiliate, or a referral of the specific party named in the Aegis Tail Investor List. Aegis shall be entitled to compensation under Section 3 herein, calculated in the manner set forth therein, with respect to any public or private offering, offering or other financing or capital raising transaction or other financing of any kind (a “Tail Financing”) during the 12-month period following the completion of the Offering (the “Tail Term”), to the extent that such financing or capital is provided to the Company by investors Aegis has introduced to and/or contacted on behalf of the Company through an in-person, electronic or telephonic communication or investors that Aegis had “wall-crossed” in connection with this Placement (or any entity under common management or having a common investment advisor), if such Tail Financing is provided to consummated at any time within eighteen (18) month after the CompanyClosing, in whole expiration or in part, by investors whom Revere had contacted or introduced to the Company (the “Revere Contacts”) during the Tail Term, then the Company shall, in connection with each Tail Financing during the Tail Term, (i) pay to Revere a cash fee, or as to an underwritten offering an underwriting discount, equal to 7.0% termination of the aggregate gross proceeds raised from the Revere Contacts (and if a Tail Financing includes an over-allotment option or other additional investment component, 7.0% of the aggregate gross proceeds of such proportional number of ordinary shares attributable to the Representatives Contacts participating in such Tail Financing and sold pursuant to such over-allotment option or other investment component) and (ii) issue to Revere or its designees warrants (“Tail Warrants”) to purchase that number of Class B Shares equal to 7.0% of the aggregate number of Class B Shares (or Class B Share equivalents, if applicable) placed or sold to, or received by, the Revere Contacts (and if a Tail Financing includes an over-allotment option or other additional investment component, Tail Warrants equal to 7.0% of such proportional number of Class B Shares attributable to the Revere Contacts participating in such Tail Financing and sold pursuant to such over-allotment option or other investment component). The Tail Warrants shall be in a customary form reasonably acceptable to Revere, have a term of five (5) years, contain and piggyback registration rights, and have an exercise price equal to 100% of the offering price per share (or unit, if applicable) in the applicable Tail Financing and if such offering price is not available, the market price of the Class B Shares or other securities offered on the date a Tail Financing is commenced (the “Tail Offer Price”). If Tail Warrants are issued to investors in a Tail Financing, the Tail Warrants shall have the same terms as the warrants issued to investors in the applicable Tail Financing, except that such Tail Warrants shall have an exercise price equal to 100% of the Tail Offer Pricethis Agreement.

Tail Financing. If the Company consummates any public or private offering, capital raising transaction or other financing of any kind (a “Tail Financing”) during the 12-month period following the completion of the Offering (the “Tail Term”), to the extent any such Tail Financing is provided to the Company, in whole or in part, by investors whom Revere Xxxxxx had contacted or introduced to the Company (the “Revere Contacts”) during the Tail Term, then the Company shall, in connection with each Tail Financing during the Tail Term, (i) pay to Revere a cash fee, or as to an underwritten offering an underwriting discount, equal to 7.0% of the aggregate gross proceeds raised from the Revere Contacts (and if a Tail Financing includes an over-allotment option or other additional investment component, 7.0% of the aggregate gross proceeds of such proportional number of ordinary shares attributable to the Representatives Contacts participating in such Tail Financing and sold pursuant to such over-allotment option or other investment component) and (ii) issue to Revere or its designees warrants (“Tail Warrants”) to purchase that number of Class B Shares equal to 7.0% of the aggregate number of Class B Shares (or Class B Share equivalents, if applicable) placed or sold to, or received by, the Revere Contacts (and if a Tail Financing includes an over-allotment option or other additional investment component, Tail Warrants equal to 7.0% of such proportional number of Class B Shares attributable to the Revere Contacts participating in such Tail Financing and sold pursuant to such over-allotment option or other investment component). The Tail Warrants shall be in a customary form reasonably acceptable to Revere, have a term of five (5) years, contain and piggyback registration rights, and have an exercise price equal to 100% of the offering price per share (or unit, if applicable) in the applicable Tail Financing and if such offering price is not available, the market price of the Class B Shares or other securities offered on the date a Tail Financing is commenced (the “Tail Offer Price”). If Tail Warrants are issued to investors in a Tail Financing, the Tail Warrants shall have the same terms as the warrants issued to investors in the applicable Tail Financing, except that such Tail Warrants shall have an exercise price equal to 100% of the Tail Offer Price.

Tail Financing. If the Company consummates any public or private offering, capital raising transaction or other financing of any kind (a “Tail Financing”) during the 12-month period following the completion of the Offering (the “Tail Term”), to the extent any such Tail Financing is provided to the Company, in whole or in part, by investors whom Revere had contacted or introduced to the Company (the “Revere Contacts”) during the Tail Term, then the Company shall, in connection with each Tail Financing during the Tail Term, (i) pay to Revere a cash fee, or as to an underwritten offering an underwriting discount, equal to 7.0% of the aggregate gross proceeds raised from the Revere Contacts (and if a Tail Financing includes an over-allotment option or other additional investment component, 7.0% of the aggregate gross proceeds of such proportional number of ordinary shares attributable to the Representatives Contacts participating in such Tail Financing and sold pursuant to such over-allotment option or other investment component) and (ii) issue to Revere or its designees warrants (“Tail Warrants”) to purchase that number of Class B Shares equal to 7.0% of the aggregate number of Class B Shares (or Class B Share equivalents, if applicable) placed or sold to, or received by, the Revere Contacts (and if a Tail Financing includes an over-allotment option or other additional investment component, Tail Warrants equal to 7.0% of such proportional number of Class B Shares attributable to the Revere Contacts participating in such Tail Financing and sold pursuant to such over-allotment option or other investment component). The Tail Warrants shall be in a customary form reasonably acceptable to Revere, have a term of five (5) years, contain cashless exercise provisions and piggyback registration rights, and have an exercise price equal to 100% of the offering price per share (or unit, if applicable) in the applicable Tail Financing and if such offering price is not available, the market price of the Class B Shares or other securities offered on the date a Tail Financing is commenced (the “Tail Offer Price”). If Tail Warrants are issued to investors in a Tail Financing, the Tail Warrants shall have the same terms as the warrants issued to investors in the applicable Tail Financing, except that such Tail Warrants shall have an exercise price equal to 100% of the Tail Offer Price.