COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 5% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of the warrants sold in the Placement equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any.
2. Such number of warrants (the “Xxxxxx Warrants”) to Xxxxxx or its designees at the Closing to purchase Common Shares equal to 4% of the aggregate number of Common Shares sold in the Placement, plus any Common Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Xxxxxx & Xxxxxxx, LLC o 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 o Fax: 000 000 0000 o xxx.xxxx.xxx o Member: FINRA, SIPC Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the Closing Date except as permitted by Financial Industry Regulatory Authority (“FINRA”) Rule 5110, and further, the number of Common Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations.
(B) The Company also agrees to reimburse Xxxxxx’x expenses (with supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in the Placement, but in no event more than $20,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
COMPENSATION AND OTHER FEES. (A) As compensation for the Placement Agent’s services hereunder, the Company shall pay to the Placement Agent (i) a cash placement fee upon each Closing, in an amount equal to six percent (6%) of the aggregate offering price of the total amount of capital received by the Company from the sale of its Securities to investors introduced to the Company by the Placement Agent during the term of this Agreement (the “Placement Agent Fee”), and (ii) a 6% cash fee payable within three business days of (but only in the event of) the receipt by the Company of any cash proceeds from the exercise of any warrants issued in the Placement (“Warrants Exercise Fee”) (the Warrants Exercise Fee shall be payable regardless of when the warrants are exercised, even if such exercise occurs after the termination of this Agreement). Notwithstanding anything to the contrary in this Agreement, the compensation provided for in this Agreement shall be subject to such reduction as may be necessary for the compensation to comply with Financial Industry Regulatory Authority (“FINRA”) Rule 5110.
(B) Upon each Closing, the Company shall also grant Placement Agent or its designees at the Closing warrants (the “Placement Agent’s Warrants”) to purchase that number of shares of common stock of the Company (“Shares”) equal to 6% of the aggregate number of Shares placed in the Placement. The Placement Agent Warrants shall include customary terms, such as anti-dilution and registration rights. The Exercise price for Placement Agent Warrants will be 120% of Purchase Price of the Placement and the Placement Agent will not have cashless exercise rights under such warrants; provided, that, if at the time of any exercise of the Placement Agent Warrants the Company does not have an effective registration statement for the issuance of the warrant shares or the resale of the warrant shares, then the Placement Agent may exercise such warrants on a cashless basis.
(C) The Placement Agent shall be entitled to a Placement Agent’s Fee, calculated in the manner provided in Section 1(A), with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom the Placement Agent had introduced to the Company during the Term, as defined below, if such Tail Financing is consummated at any time within the 12-month period following the Effective Date (the “Tail Period”). (...
COMPENSATION AND OTHER FEES. As sole compensation for the services provided by Xxxxxx hereunder, the Company agrees to pay to Xxxxxx:
(A) The fees set forth below with respect to the Placement: A cash fee payable immediately upon the closing of the Placement and equal to 6% of the aggregate gross proceeds raised in the Placement
(B) The Company also agrees to xxxxx Xxxxxx a non-accountable expense allowance equal to the lesser of 1% of the total gross proceeds of the offering and $50,000 (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
COMPENSATION AND OTHER FEES. As compensation for the services provided by the Placement Agent hereunder, the Company agrees to pay to the Placement Agent:
(A) The fees set forth below with respect to the Placement: A cash fee payable immediately upon the closing of the Placement equal to 6% of the aggregate gross proceeds raised in the Placement.
(B) The fees set forth below if there is any financing of equity or debt or other capital raising activity of the Company (a “Financing”) within 6 months after the expiration or termination of this Agreement with any investors that were introduced to the Company by the Placement Agent pursuant to this Agreement: A cash fee payable immediately upon the closing of any portion of any Financing and equal to such percentage of the aggregate gross proceeds raised in such Financing from such investors as is agreed by the Company and the investment banker or bankers engaged for such Financing; divided 50% to the Placement Agent and 50% to the investment banker or bankers engaged by the Company in connection with such subsequent Financing. Such “tail” fee shall only be payable in Cell Therapeutics, Inc. 11/29/2007 connection with any investor (or any affiliate of such investor) that has been contacted by the Placement Agent prior to giving notice of any termination of this Agreement, and listed on Schedule A prepared by the Placement Agent and approved by the Company and attached hereto at the time of execution of this Agreement.
(C) The Company also agrees to reimburse the Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $20,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
COMPENSATION AND OTHER FEES. (A) As compensation for the services provided by Hxxxxx Securities hereunder, the Company agrees to pay to Hxxxxx Securities a cash fee equal to 7% of the aggregate purchase price paid by each Purchaser of Securities in the Placement that was introduced to the Company by Hxxxxx Securities. In addition, the Company shall pay to Hxxxxx Securities a cash fee equal to the sum of (x) 4% of the aggregate purchase price paid by each Purchaser of Securities in the Placement that is as of the Closing Date an existing investor (or an affiliate thereof) in the Company (the “Existing Investors”) up to an aggregate investment by the Existing Investors of $2,000,000, and (y) 7% of the aggregate purchase price paid by Existing Investors for the purchase of more than $2,000,000 of Securities in the Placement. Such fees shall be paid immediately on the Closing Date from the gross proceeds of the Securities sold in the Placement.
(B) The Company also agrees in the event of a successful Placement to pay to Hxxxxx Securities a cash amount (the “Non-Accountable Expense Allowance”) equal to 1% of the aggregate purchase price paid by each Purchaser by way of a non-accountable expense allowance. The Non-Accountable Expense Allowance shall be paid at the Closing from the gross proceeds of the Securities sold in the Placement. In the event this Agreement terminates as a result of expiration of the Term or is terminated by the Company without a successful Placement having occurred, the Company agrees to reimburse Hxxxxx Securities for all accountable out-of-pocket costs and expenses incurred in an amount not to exceed $50,000, subject to any limitation imposed by FINRA Rule 5110.
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx hereunder, the Company agrees to pay to Xxxxxx:
(A) The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon (but only in the event of) the closing of the Placement and equal to 3% of the aggregate gross proceeds raised in the Placement; provided, however, that such fee shall be reduced to 1% with respect to any portion of such aggregate gross proceeds received from investors identified by the Company.
2. Additionally, a cash fee payable within 48 hours after (but only in the event of) the receipt by the Company of any proceeds from the exercise of the Warrants sold in the Placement to Purchasers and otherwise in compliance with Financial Industry Xxxxxx & Xxxxxxx, LLC o 1251 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Regulatory Authority (“FINRA”) Rule 5110 equal to 3% of the aggregate cash exercise price received by the Company upon such exercise, if any (the “Warrant Solicitation Fee”); provided, however, that such fee shall be reduced to 1% with respect to any portion of such aggregate cash exercise price received from investors identified by the Company; and provided further that the Warrant Solicitation Fee shall be reduced (before any reduction to the expense reimbursement to Xxxxxx in Section B below) to the extent (and only to the extent) that Xxxxxx’x aggregate compensation for the Placement, as determined under FINRA Rule 5110, would otherwise exceed 8%. Such determination of the actual Warrant Solicitation Fee shall be made promptly following completion of the Placement and communicated in writing to the Company.
(B) The Company also agrees to reimburse Xxxxxx’x reasonable travel and other out-of-pocket expenses, including the reasonable fees and expenses of Xxxxxx’x counsel, incurred by Xxxxxx in connection with its engagement hereunder (with supporting invoices/receipts in reasonable detail) up to the lesser of $35,000 or 0.5% of the aggregate gross proceeds raised in the Placement. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
COMPENSATION AND OTHER FEES. As compensation for the services provided by Placement Agent hereunder, the Company agrees to pay to Placement Agent: The fees set forth below with respect to the Placement:
1. A cash fee payable immediately upon the closing of the Placement and equal to 7.0% of the aggregate gross proceeds raised in the Placement.
2. [RESERVED]
COMPENSATION AND OTHER FEES. As compensation for the services provided by R&R hereunder, the Company agrees to pay to R&R a cash fee payable immediately upon the closing of the Placement and equal to 5% of the aggregate gross proceeds raised in the Placement. The Company also agrees to reimburse R&R for its expenses (with supporting invoices/receipts) up to a maximum of $25,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.
COMPENSATION AND OTHER FEES. As compensation for the services provided by Xxxxxx xxxxxxxxx , the Company agrees to pay to Xxxxxx the fees set forth below with respect to the Placement:
(A) A cash fee payable immediately upon the closing of the Placement equal to 7% of the aggregate gross proceeds raised in the Placement; and
(B) Such number of warrants (the “Xxxxxx Warrants”) issuable to Xxxxxx or its designees at the Closing to purchase shares of Common Stock equal to 5% of the aggregate number of Shares sold in the Placement, plus any Shares underlying any convertible Securities or units sold in the Placement. The Xxxxxx Warrants shall have the same terms as the warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the date of the Offering except as permitted by FINRA Rule 5110, and further, the number of Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with Financial Industry Regulatory Authority (“FINRA”) rules or regulations. 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Tel: 000 000 0000 Fax: 000 000 0000 Notwithstanding any provision hereof to the contrary, this Agreement shall not entitle the Placement Agent to receive any fees or other compensation except in respect of the sale by the Company of Securities to one or more Purchasers in the Placement.
COMPENSATION AND OTHER FEES. As compensation for the services provided by Mxxxx xxxxxxxxx, the Company agrees to pay to Mxxxx:
(A) The fees set forth below with respect to the Placement:
(i) A cash fee payable immediately upon the closing of the Placement equal to six percent (6.0%) of the aggregate gross proceeds raised in the Placement (the “Cash Fee”) on the Closing Date from the sale of Shares.
(ii) Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees, in case of Closing of the Placement, to reimburse the Lead Manager for all travel and other out-of-pocket expenses incurred, including the reasonable fees, costs and disbursements of its legal counsel, in an amount not to exceed an aggregate of $50,000.00. The Company will reimburse Lead Manager directly upon the Closing of the Placement from the gross proceeds raised in the Placement.
