Common use of Tail Financing Clause in Contracts

Tail Financing. The Representative shall be entitled to a cash fee equal to seven percent (7.0%) 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 Representative to the Company which the Company has direct knowledge of such investor’s participation during the Engagement Period (as defined below, excluding any existing investor of the Company or its subsidiaries or affiliates, provided that the Company provides a list of its existing shareholders upon the execution date of this Agreement), in connection with any public or private financing or capital raise (each, a “Tail Financing”), and such Tail Financing is consummated within the twelve (12) month period following the expiration or termination of the Engagement Period (the “Tail Period”). The Company, pursuant to FINRA Rule 5110(g)(5), shall have the right to terminate the Agreement for cause. Cause shall mean a material failure by the Representative to provide the services as contemplated in the Agreement. Any such termination for cause shall terminate any obligation of the Company to pay any cash fee pursuant to this Section 7.4. “Engagement Period” shall refer to the period commencing from January 21, 2023, the date the Company engaged the Representative, or the “Engagement Date,” to the earlier of (i) twelve (12) months from the Engagement Date, or (ii) the final closing, if any, of the Offering.

Tail Financing. The Representative shall be entitled to a cash fee equal to seven and one-half percent (7.07.5%) 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 Representative to the Company which the Company has direct knowledge of such investor’s participation during the Engagement Period (as defined below, excluding any existing investor of the Company or its subsidiaries or affiliates, provided that the Company provides a list of its existing shareholders upon the execution date of this Agreement), in connection with any public or private financing or capital raise (each, each a “Tail Financing”), and such Tail Financing is consummated ) during the Engagement Period or within the twelve (12) month period 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 Company, pursuant to FINRA Rule 5110(g)(5), shall have the right to terminate the Agreement for “cause”. Cause shall mean a material failure by the Representative to provide the services as contemplated in the Agreement. Any such termination for cause shall terminate any obligation of the Company to pay any cash fee pursuant to this Section 7.4subsection (t). “Engagement Period” shall refer to the period commencing from January 21April 9, 20232024, the date the Company engaged the Representative, or the “Engagement Date,” to the earlier of (i) twelve (12) months from the Engagement Date, or (ii) the final closing, if any, of the Offering.

Tail Financing. The Representative shall be entitled to a cash fee equal to seven and one-half percent (7.07.5%) 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 Representative to the Company which the Company has direct knowledge of such investor’s participation during the Engagement Period (as defined below, excluding any existing investor of the Company or its subsidiaries or affiliates, provided that the Company provides a list of its existing shareholders upon the execution date of this Agreement), in connection with any public or private financing or capital raise (each, each a “Tail Financing”), and such Tail Financing is consummated ) during the Engagement Period or within the twelve (12) month period 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 Company, pursuant to FINRA Rule 5110(g)(5), shall have the right to terminate the Agreement for “cause”. Cause shall mean a material failure by the Representative to provide the services as contemplated in the Agreement. Any such termination for cause shall terminate any obligation of the Company to pay any cash fee pursuant to this Section 7.4subsection (t). “Engagement Period” shall refer to the period commencing from January 21April 9, 20232024, the date the Company engaged the Representative, or the “Engagement Date,” to the earlier of (i) twelve (12) months from the Engagement Date, or (ii) the final closing, if any, of the Offering.