COMPENSATION AND OTHER FEES Sample Clauses

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 compensation for the services provided by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Company agrees as follows: (A) The Company shall pay a cash placement fee (the “Placement Agent’s Fee”) equal to 6.5% of the aggregate purchase price paid for the Shares and Warrants placed by each Purchaser who is introduced to the Company by ▇▇▇▇▇▇ and/or ▇▇▇▇▇ (“Eligible Securities”), except that (a) the Placement Agent’s Fee shall be reduced to 3% of the aggregate purchase price paid for the Shares and Warrants that are purchased by those persons listed on Annex A hereto, and (b) no fee shall be payable with respect to any purchase of Shares and Warrants by Panacea Biotec Ltd (or any affiliates thereof), ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, or current members of the Company’s board of directors (the “Board of Directors”) or any organizations or funds with which they are affiliated; provided, however, that the exceptions in clauses (a) and (b) above shall only apply to an aggregate of the first $5 million of Shares and Warrants purchased by the persons identified in clauses (a) and (b), counting first Shares and Warrants covered by clause (b) and then Shares ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ · Tel: ▇▇▇ ▇▇▇ ▇▇▇▇ Fax: ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇.▇▇▇▇.▇▇▇ · Member: FINRA, SIPC and Warrants covered by clause (a). The Placement Agent’s Fee shall be paid at and only upon the closing of the Placement (the “Closing”) from the gross proceeds of the Shares and Warrants sold and paid for by the Purchasers. Eighty per cent (80%) of the Placement Agent’s Fee shall be paid directly to ▇▇▇▇▇▇ and twenty per cent (20%) of the Placement Agent’s Fee shall be paid directly to ▇▇▇▇▇. (B) The Company also agrees to reimburse ▇▇▇▇▇▇’▇ reasonable actual 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 $25,000. Such reimbursement shall be payable immediately upon (but only in the event of) the Closing.

COMPENSATION AND OTHER FEES. As compensation for the services provided by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Company agrees to pay to ▇▇▇▇▇▇: (A) The fees set forth below with respect to the Placement: 1. A cash fee payable immediately upon the Closing and equal to 5.5% of the aggregate gross proceeds raised in the Placement. 2. Such number of warrants (the “▇▇▇▇▇▇ Warrants”) to ▇▇▇▇▇▇ or its designees at the Closing to purchase shares of Common Stock equal to 3.5% of the aggregate number of Shares sold in the Placement at the Closing. The ▇▇▇▇▇▇ 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 and the expiration date shall be five years from the effective date of the shelf registration statement referred to in Section 2(A) below. The ▇▇▇▇▇▇ Warrants shall not have antidilution protections or be transferable for six months from the date of the Closing except as permitted by FINRA Rule 5110, and further, the number of Shares underlying the ▇▇▇▇▇▇ Warrants shall be reduced if necessary to comply with FINRA rules or regulations. ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLC ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: ▇▇▇ ▇▇▇ ▇▇▇▇ Fax: ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇.▇▇▇▇.▇▇▇ Member: FINRA, SIPC (B) The Company also agrees to reimburse ▇▇▇▇▇▇’▇ expenses (subject to 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 $30,000. Such reimbursement shall be payable immediately upon (but only in the event of) a Closing.

COMPENSATION AND OTHER FEES. As compensation for the services provided by the Placement Agents hereunder, the Company agrees to pay to the Placement Agents: (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 5% of the aggregate gross proceeds raised in the Placement. Such fee shall be payable 75% to R&R and 25% to PZ. (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 either of the Placement Agents pursuant to this Agreement: Cell Therapeutics, Inc. 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% between R&R and PZ on the one hand (divided between them as set forth above) and 50% to the investment banker or bankers engaged by the Company in connection with such subsequent Financing on the other hand. Such “tail” fee shall only be payable in connection with any investor (or any affiliate of such investor) that has been contacted by the Placement Agents (or either of them) prior to giving notice of any termination of this Agreement, and listed on Schedule A prepared by the Placement Agents 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 Agents’ expenses (with supporting invoices/receipts) up to a joint 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. As sole compensation for the services provided by ▇▇▇▇▇▇ hereunder, the Company agrees to pay to ▇▇▇▇▇▇: (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 ▇▇▇▇▇ ▇▇▇▇▇▇ 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 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 $75,000.

COMPENSATION AND OTHER FEES. As compensation for the services provided by R&R hereunder, the Company agrees to pay to R&R: (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 5% of the aggregate gross proceeds raised in the Placement. (B) The Company also agrees to reimburse R&R’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. ​ As compensation for the services provided by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Company agrees to pay to ▇▇▇▇▇ the fees set forth below with respect to the Placement: ​ ​ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ * ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ * (▇▇▇) ▇▇▇-▇▇▇▇ * (▇▇▇) ▇▇▇-▇▇▇▇ * fax (▇▇▇) ▇▇▇-▇▇▇▇ * ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ Xcel Brands, Inc. June [-], 2025 (i) A cash fee (“Cash Fee”) payable immediately upon the closing of the Placement: (i) equal to 8.0% of the gross proceeds to us from the sale of the Securities in the offering with respect to gross proceeds of the offering up to $5,000,000, (ii) equal to 7.0% of the gross proceeds to us from the sale of the Securities in the offering with respect to gross proceeds of the offering in excess of $5,000,000 but less than $10,000,000, (iii) equal to six percent (6.0%) of the gross proceeds to us from the sale of the Securities in the offering with respect to gross proceeds of the offering equal to or greater than $10,000,000. Notwithstanding the foregoing, the Cash Fee with respect to certain investors identified by the Company as listed on Schedule I attached hereto (the “Company Identified Investors”), any member of management or a director of the Company (“Insiders”), or Hilco Global or UTG Capital, Inc (“UTG”) shall be five percent (5.0%). (ii) Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees, in case of a Closing of the Placement, to reimburse the Lead Manager for all reasonable and documented 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 $100,000; provided, however, that if the Placement is terminated, then such reimbursement shall not exceed an aggregate of $35,000. The Company will reimburse Lead Manager directly upon the Closing of the Placement from the gross proceeds raised in the Placement. (iii) Warrants (“Placement Agent Warrants”) to purchase: (i) 4.0% of the aggregate number of shares of common stock and/or Pre-Funded Warrants sold in this offering with respect to gross proceeds of the offering up to $5,000,000; (ii) 3.0% of the aggregate number of shares of common stock and/or Pre-Funded Warrants sold in this offering with respect to gross proceeds of the offering in excess of $5,000,000 but less than $10,000,000 and (iii) 0% with respect to gross proceeds equal to or in excess of $10,000,000.. Such placement agent warrants will be non-exercisable for six (6) months after the Closing Date and will expi...

COMPENSATION AND OTHER FEES. As compensation for the services provided by ▇▇▇▇▇▇ hereunder, the Company agrees to pay to ▇▇▇▇▇▇: (A) A cash fee payable immediately upon (but only in the event of) the closing of the Placement and equal to 5% of the aggregate gross proceeds raised in the Placement from the sale of the Securities sold at the closing. (B) 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. (C) The Company also agrees to reimburse ▇▇▇▇▇▇’▇ reasonable expenses (with supporting invoices/receipts) up to a maximum of 1.0 % of the aggregate gross proceeds raised in the Placement, but in no event more than $35,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement. ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLC — 1251 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: ▇▇▇ ▇▇▇ ▇▇▇▇ — Fax: ▇▇▇ ▇▇▇ ▇▇▇▇ — ▇▇▇.▇▇▇▇.▇▇▇ — Member: FINRA, SIPC