Consideration; Payment of Expenses. In consideration of the services to be provided for hereunder, the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities they are offering: (i) An underwriting discount equal to seven and one-half percent (7.5%) of the aggregate gross proceeds raised in the Offering; provided, that, in the event an investor is introduced by the Company (“Company Investor(s)”), such cash fee shall be reduced to four percent (4.0%) solely with respect to any and all proceeds received by a Company Investor. Notwithstanding the foregoing, it is understood and agreed that the maximum aggregate gross proceeds that Company Investors may invest is capped at 5% of the final aggregate size of the Offering; and (ii) The Underwriters’ Warrants. (iii) Additionally, the Company grants the Representative the right of first refusal for a period of twelve (12) months from the date of commencement of sales pursuant to the Prospectus to act as lead placement agent and/or managing underwriter for any and all future public or private equity or equity-linked offerings (excluding strategic investor financings, mergers and acquisitions, commercial debt, lines of credit and equipment financings) undertaken by the Company, its Subsidiary(ies), or any successor thereto, with a minimum of seventy percent (70%) of the economics in such subsequent offering(s). The Company shall provide written notice to the Representative with the terms of such offering and if the Representative fails to accept in writing any such proposal within ten (10) days after receipt of such written notice, then the Representative will have no claim or right with respect to any such offering(s). (iv) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA rules or that the terms thereof require adjustment. (v) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay the following: (1) all expenses in connection with the preparation, printing, formatting for E▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (2) all fees and expenses in connection with filings with FINRA’s Public Offering System; (3) all fees, disbursements and expenses of the Company’s counsel, accountants and other agents and representatives in connection with the registration of the Securities under the Act and the Offering; (4) all expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws (including, without limitation, all filing and registration fees, and the fees and disbursements of Underwriters’ counsel; (5) all fees and expenses in connection with listing the Securities on a national securities exchange; (6) all expenses, including travel and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities and any fees and expenses associated with the i-Deal system and NetRoadshow; (7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the offering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters; (8) the costs associated with preparing, printing and delivering certificates representing the Securities; (9) the cost and charges of any transfer agent or registrar for the Securities; (10) subject to the following proviso, other costs (including Underwriters’ counsel’s fees and expenses) and expenses incident to the Offering that are not otherwise specifically provided for in this Section 4(k); provided, however, that all such costs and expenses (including Underwriters’ counsel’s fees and expenses) that are incurred by the Underwriters shall not exceed $100,000 in the aggregate, which amount includes the $20,000 advance previously paid by the Company to the Representative, and Maxim shall return any portion of advances not applied to actual out-of-pocket expenses.
Appears in 2 contracts
Sources: Underwriting Agreement (Interpace Diagnostics Group, Inc.), Underwriting Agreement (Interpace Diagnostics Group, Inc.)
Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering:
(i) An an underwriting discount equal to seven and one-half percent (7.57%) of the aggregate gross proceeds raised in the Offering;
(ii) a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering;
(iii) an accountable expense allowance of up to $200,000, including all reasonable fees and expenses of the underwriters’ outside legal counsel; provided, that, any reasonable costs and expenses incurred in conducting background checks of the event an investor is introduced Company’s officers and directors by a background search firm acceptable to the Company Underwriters; and the costs associated with bound volumes and mementos in such quantities as the Underwriters may reasonably request;
(iv) a right of first refusal (the “Company Investor(s)Right of First Refusal”), such cash fee exercisable at the sole discretion of the representative for twelve months from the Closing Date, to provide investment banking service to the Company on terms that are the same or more favorable to the Company comparing to terms offered to the Company by other underwriters or placement agents. For these purposes, the investment banking service includes, without limitation, (a) acting as leading manager for any underwritten public offering; (b) acting as exclusive placement agent, initial purchaser in connection with any private offering of securities of the Company and (c) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. The Right of First Refusal shall be reduced subject to four percent (4.0%) solely FINRA Rule 5110(g)(5). The Company shall notify the Representative of its or its subsidiary’s intention to pursue an investment banking service, including the material terms thereof, by providing written notice thereof by electronic mail or overnight courier service addressed to the Representative. If the Representative declines the terms of such investment banking service or fails to notify the Company of its intent to exercise its Right of First Refusal with respect to any investment banking services within fifteen (15) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the investment banking service. The Representative may elect, in its sole and all proceeds received absolute discretion, not to exercise its Right of First Refusal with respect to any investment banking services; provided that any such election, rejection, waiver or failure to respond or act, by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other investment banking services during the twelve (12) month period agreed to above. The terms and conditions of any such engagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a Company Investor. Notwithstanding material adverse change to the foregoingCompany’s business, it is understood financial condition and agreed prospects, approval of the Representative’s internal committee and any other conditions that the maximum aggregate gross proceeds that Company Investors Representative may invest is capped at 5% deem appropriate for transactions of the final aggregate size of the Offeringsuch nature; and
(iiv) warrants to purchase a number of our shares equal to an aggregate of 5.0% of the total number of common stock sold in this offering (the “Representative’s Warrants”), which will be issued in compliance with FINRA Rule 5110(g)(8). The UnderwritersRepresentative’s Warrants will have an exercise price equal to 120% of the offering price of the common stock sold in this offering and may be exercised on a cashless basis. The Representative’s Warrants are exercisable commencing from six months after the date of commencement of sales of the Offering and will expire five years after the issuance date. The Representative’s Warrants provide for one demand registration of the sale of the underlying shares of common stock at the Company’s expense, an additional demand registration at the warrant holders’ expense and/or unlimited piggy-back registration rights at the Company’s expense, so that they are registered in this registration statement. The demand registration rights and the unlimited piggyback registration rights will only be exercisable within five years from the commencement of the Offering. The Representative’s Warrants and the common stock underlying the Representative’s Warrants.
, have been deemed compensation by the Financial Industry Regulatory Authority, or FINRA, and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA. The Representative (iiior permitted assignees under the Rule) Additionallymay not sell, transfer, assign, pledge or hypothecate the Company grants Representative’s Warrants or the Representative securities underlying the right Representative’s Warrants, nor will they engage in any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of first refusal the Representative’s Warrants or the underlying securities for a period of twelve (12) six months from the date of commencement of sales pursuant of this Offering, except to any FINRA member participating in the Prospectus to act as lead placement agent and/or managing underwriter offering and their bona fide officers or partners. The Representative’s Warrants will provide for any adjustment in the number and all future public or private equity or equity-linked offerings price of such Representative’s Warrants (excluding strategic investor financings, mergers and acquisitions, commercial debt, lines of credit and equipment financings) undertaken by the Company, its Subsidiary(iescommon stock underlying such Representative’s Warrants), but only to prevent dilution in the event of a forward or any successor theretoreverse stock split, with a minimum of seventy percent (70%) of the economics in such subsequent offering(s)stock dividend or similar recapitalization. The Company shall provide written notice to the Representative with the terms of such offering and if the Representative fails to accept in writing any such proposal within ten (10) days after receipt of such written noticeAdditionally, then the Representative will have no claim not receive or right with respect accrue cash dividends prior to any such offering(s)the exercise or conversion of the Representative’s Warrants.
(ivb) The Representative reserves Underwriters reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA rules Rules or that the terms thereof require adjustment.
(vc) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following:
(1i) all expenses in connection with the preparation, printing, formatting for E▇▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers;
(2ii) all fees and expenses in connection with filings with FINRA’s Public Offering System;
(3iii) all fees, disbursements and expenses of the Company’s counsel, counsel and accountants and other agents and representatives in connection with the registration of the Securities under the Act and the Offering;
(4iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws (including, without limitation, all filing and registration fees, and the fees and disbursements of Underwriters’ counsellaws;
(5v) all fees and expenses in connection with listing the Securities on a national securities exchange;
(6vi) all expenses, including reasonable travel and lodging expenses, expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities and any fees and expenses associated with the i-Deal system and NetRoadshowSecurities;
(7vii) all the road show expenses incurred by the Company;
(viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the offering, including any stock transfer taxes payable upon the transfer of securities to the UnderwritersOffering;
(8) ix) the costs associated with preparingbook building, printing prospectus tracking and delivering compliance software and the cost of preparing certificates representing the Securities;
(9x) the cost and charges of any transfer agent or registrar for the Securities;.
(10d) subject to the following proviso, other costs (including Underwriters’ counsel’s fees and expenses) and expenses incident to the Offering that are not otherwise specifically provided for in this Section 4(k); providedIt is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriters will pay all such of their own costs and expenses (including Underwriters’ counsel’s fees and expenses) that are incurred by . Notwithstanding anything to the Underwriters shall not exceed $100,000 contrary in this Section 6, in the aggregateevent that this Agreement is terminated pursuant to Section 11(b) hereof, which amount includes the $20,000 advance previously paid by or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid, representing an advance to be applied towards the Representativeaccountable expenses allowance (the “Advances”), and Maxim shall return any portion of advances not applied to actual all documented out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Underwriters’ Counsel and reasonable and accountable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $200,000, including the Advances. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses.
Appears in 2 contracts
Sources: Underwriting Agreement (Richtech Robotics Inc.), Underwriting Agreement (Richtech Robotics Inc.)
Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering:
(i) An an underwriting discount equal to seven and one-half percent (7.57.0%) of the aggregate gross proceeds raised in the Offering; provided, that, in the event an investor is introduced by the Company (“Company Investor(s)”), such cash fee shall be reduced to four percent (4.0%) solely with respect to any and all proceeds received by a Company Investor. Notwithstanding the foregoing, it is understood and agreed that the maximum aggregate gross proceeds that Company Investors may invest is capped at 5% of the final aggregate size of the Offering; and;
(ii) The Underwriters’ Warrants.a non-accountable expense allowance of 0.75% of the gross proceeds of the Offering;
(iii) Additionallyan accountable expense allowance of up to $250,000.00, including, among other things, all reasonable fees and expenses of the Underwriters’ outside legal counsel; any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Underwriters; and the costs associated with bound volumes and mementos in such quantities as the Underwriters may reasonably request (the “Accountable Out-of-Pocket Expenses”). The Company has advanced an amount of $100,000.00 (the “Advances”) to the Representative in anticipation of any Accountable Out-of-Pocket Expenses to be incurred by the Underwriters. The Representative shall promptly return to the Company the Advances against the Accountable Out-of-Pocket Expenses, to the extent that such Accountable Out-of-Pocket Expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).
(iv) non-redeemable warrants for the Representative to purchase an amount equal to five percent (5%) of the Ordinary Shares sold in this Offering (including the Option Shares), substantially in the form and content attached hereto as Annex V, which shall be non-callable and non-cancelable, are due and exercisable upon the closing of this Offering for nominal consideration, and have a five (5) year term starting from the date of the commencement of sales of this Offering, and a cashless exercise feature (the “Representative’s Warrants”). Such Representative’s Warrants are exercisable at a price of 120% of the public offering price of the Ordinary Shares offered pursuant to this Offering. The Representative’s Warrants and the underlying Ordinary Shares will be deemed compensation by ▇▇▇▇▇, and therefore will be subject to FINRA Rule 5110(e)(1). In accordance with FINRA Rule 5110(e)(1), and except as otherwise permitted by FINRA rules, neither the Representative’s Warrants nor any of our Ordinary Shares issued upon exercise of the Representative’s Warrants may be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of such securities by any person, for a period of 180 days beginning on the date of commencement of sales of this Offering, except that (i) they may be transferred, in whole or in part, to any member participating in the Offering and its officers or partners, its registered persons or affiliates, if all transferred securities remain subject to the lock-up restriction for the remainder of the 180-day lock-up period pursuant to FINRA Rule 5110(e)(2)(B)(i), (ii) they may be exercised or converted, in whole or in part, if all securities received remain subject to the lock-up restriction for the remainder of the 180-day lock-up period, (iii) they may be transferred back to the Company in a transaction exempt from registration with the Commission, or other exceptions as provided under FIRNA Rule 5110(e)(2). The exercise price and number of Ordinary Shares issuable upon exercise of the Representative’s Warrants may be adjusted in certain circumstances, including in the event of a stock split, stock dividend, extraordinary cash dividend, or our recapitalization, reorganization, merger, or consolidation. As a result, the Representative’s Warrants’ exercise price and/or underlying shares may also be adjusted for issuances of Ordinary Shares at a price below the warrant exercise price.
(b) The Company grants and the Representative agree that the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”) for a period of twelve (12) months from the date closing of commencement of sales pursuant the Offering, to provide investment banking services to the Prospectus Company on an exclusive basis in all matters for which investment banking services are sought by the Company on terms that are the same or more favorable to act the Company comparing to terms offered to the Company by other underwriters or placement agents, which right is exercisable at the Representative’s sole and exclusive discretion. For these purposes, investment banking services shall include, without limitation, (a) acting as the lead manager for any underwritten public offering and (b) acting as the exclusive placement agent and/or managing underwriter for or initial purchaser in connection with any and all future public or private equity or equity-linked offerings (excluding strategic investor financings, mergers and acquisitions, commercial debt, lines offering of credit and equipment financings) undertaken by securities of the Company, its Subsidiary(ies)provided, or any successor theretohowever, with a minimum of seventy percent (70%) of the economics in that such subsequent offering(sright shall be subject to FINRA Rule 5110(g). The Representative shall notify the Company of its intention to exercise the Right of First Refusal under this Section 6 within fifteen (15) business dates following the receipt of the Company’s written notification of its financing needs. Any decision by the Representative to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Representative and shall be subject to general market conditions. If the Representative declines to exercise the Right of First Refusal or is unable to provide same or more favorable terms to the Company under reasonable standard, the Company shall have the right to retain any other person or persons to provide written notice such services on terms and conditions which are not more favorable to the Representative with such other person or persons than the terms of such offering and if declined by the Representative fails to accept in writing any such proposal within ten (10) days after receipt of such written notice, then the Representative will have no claim or right with respect to any such offering(s)Representative.
(ivc) The Representative reserves Underwriters reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA rules Rules or that the terms thereof require adjustment.
(vd) Whether or not the transactions contemplated by this Agreement, the Registration Statement Statement, the Disclosure Materials, and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay bear all costs and expenses incident to the Offering, including the following:
(1i) all expenses in connection with the preparation, printing, formatting for E▇▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers;
(2ii) all filing fees and expenses in connection with filings with FINRA’s Public Offering System;
(3iii) all fees, disbursements and expenses of the Company’s counsel, counsel and accountants and other agents and representatives in connection with the registration of the Securities under the Act and the Offering;
(4iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws (includinglaws, without limitation, all filing and registration fees, and the fees and disbursements of Underwriters’ counselif necessary;
(5v) all fees and expenses in connection with listing the Securities on a national securities exchange;
(6vi) all expenses, including reasonable travel and lodging expenses, expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities and any fees and expenses associated with the i-Deal system and NetRoadshowSecurities;
(7vii) all the road show expenses incurred by the Company;
(viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the offering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters;Offering.
(8) ix) the costs associated with preparingbook building, printing prospectus tracking and delivering compliance software and the cost of preparing certificates representing the Securities;
(9x) the cost and charges of any transfer agent or registrar for the Securities;.
(10e) subject to the following proviso, other costs (including Underwriters’ counsel’s fees and expenses) and expenses incident to the Offering that are not otherwise specifically provided for in this Section 4(k); providedIt is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriters will pay all such of their own costs and expenses expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, (i) the Company will pay, less the amount of the Advances previously paid, all Accountable Out-of-Pocket Expenses (including but not limited to fees and disbursements of Underwriters’ counsel’s fees Counsel and expensesreasonable and accountable travel) that incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Underwriters Company shall not exceed $100,000 in 250,000, including the aggregateAdvances, which amount includes the $20,000 advance previously paid by the Company and (ii) to the Representative, and Maxim shall return any portion of advances not applied to actual outextent that the Underwriters’ Accountable Out-of-pocket Pocket Expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses.
Appears in 1 contract
Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering:
(i) An an underwriting discount equal to seven and one-half percent (7.57.0%) of the aggregate gross proceeds raised in the Offering; provided, that, in the event an investor is introduced by the Company (“Company Investor(s)”), such cash fee shall be reduced to four percent (4.0%) solely with respect to any and all proceeds received by a Company Investor. Notwithstanding the foregoing, it is understood and agreed that the maximum aggregate gross proceeds that Company Investors may invest is capped at 5% of the final aggregate size of the Offering; and;
(ii) The Underwriters’ Warrants.a non-accountable expense allowance of 0.75% of the gross proceeds of the Offering;
(iii) Additionallyan accountable expense allowance of up to $250,000.00, including, among other things, all reasonable fees and expenses of the Underwriters’ outside legal counsel; any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Underwriters; and the costs associated with bound volumes and mementos in such quantities as the Underwriters may reasonably request (the “Accountable Out-of-Pocket Expenses”). The Company has advanced an amount of $[100,000.00] (the “Advances”) to the Representative in anticipation of any Accountable Out-of-Pocket Expenses to be incurred by the Underwriters. The Representative shall promptly return to the Company the Advances against the Accountable Out-of-Pocket Expenses, to the extent that such Accountable Out-of-Pocket Expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).
(iv) non-redeemable warrants for the Representative to purchase an amount equal to five percent (5%) of the Ordinary Shares sold in this Offering (including the Option Shares), substantially in the form and content attached hereto as Annex V, which shall be non-callable and non-cancelable, are due and exercisable upon the closing of this Offering for nominal consideration, and have a five (5) year term starting from the date of the commencement of sales of this Offering, and a cashless exercise feature (the “Representative’s Warrants”). Such Representative’s Warrants are exercisable at a price of 120% of the public offering price of the Ordinary Shares offered pursuant to this Offering. The Representative’s Warrants and the underlying Ordinary Shares will be deemed compensation by ▇▇▇▇▇, and therefore will be subject to FINRA Rule 5110(e)(1). In accordance with FINRA Rule 5110(e)(1), and except as otherwise permitted by FINRA rules, neither the Representative’s Warrants nor any of our Ordinary Shares issued upon exercise of the Representative’s Warrants may be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of such securities by any person, for a period of 180 days beginning on the date of commencement of sales of this Offering, except that (i) they may be transferred, in whole or in part, to any member participating in the Offering and its officers or partners, its registered persons or affiliates, if all transferred securities remain subject to the lock-up restriction for the remainder of the 180-day lock-up period pursuant to FINRA Rule 5110(e)(2)(B)(i), (ii) they may be exercised or converted, in whole or in part, if all securities received remain subject to the lock-up restriction for the remainder of the 180-day lock-up period, (iii) they may be transferred back to the Company in a transaction exempt from registration with the Commission, or other exceptions as provided under FIRNA Rule 5110(e)(2). The exercise price and number of Ordinary Shares issuable upon exercise of the Representative’s Warrants may be adjusted in certain circumstances, including in the event of a stock split, stock dividend, extraordinary cash dividend, or our recapitalization, reorganization, merger, or consolidation. As a result, the Representative’s Warrants’ exercise price and/or underlying shares may also be adjusted for issuances of Ordinary Shares at a price below the warrant exercise price.
(b) The Company grants and the Representative agree that the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”) for a period of twelve (12) months from the date closing of commencement of sales pursuant the Offering, to provide investment banking services to the Prospectus Company on an exclusive basis in all matters for which investment banking services are sought by the Company on terms that are the same or more favorable to act the Company comparing to terms offered to the Company by other underwriters or placement agents, which right is exercisable at the Representative’s sole and exclusive discretion. For these purposes, investment banking services shall include, without limitation, (a) acting as the lead manager for any underwritten public offering and (b) acting as the exclusive placement agent and/or managing underwriter for or initial purchaser in connection with any and all future public or private equity or equity-linked offerings (excluding strategic investor financings, mergers and acquisitions, commercial debt, lines offering of credit and equipment financings) undertaken by securities of the Company, its Subsidiary(ies)provided, or any successor theretohowever, with a minimum of seventy percent (70%) of the economics in that such subsequent offering(sright shall be subject to FINRA Rule 5110(g). The Representative shall notify the Company of its intention to exercise the Right of First Refusal under this Section 6 within fifteen (15) business dates following the receipt of the Company’s written notification of its financing needs. Any decision by the Representative to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Representative and shall be subject to general market conditions. If the Representative declines to exercise the Right of First Refusal or is unable to provide same or more favorable terms to the Company under reasonable standard, the Company shall have the right to retain any other person or persons to provide written notice such services on terms and conditions which are not more favorable to the Representative with such other person or persons than the terms of such offering and if declined by the Representative fails to accept in writing any such proposal within ten (10) days after receipt of such written notice, then the Representative will have no claim or right with respect to any such offering(s)Representative.
(ivc) The Representative reserves Underwriters reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA rules Rules or that the terms thereof require adjustment.
(vd) Whether or not the transactions contemplated by this Agreement, the Registration Statement Statement, the Disclosure Materials, and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay bear all costs and expenses incident to the Offering, including the following:
(1i) all expenses in connection with the preparation, printing, formatting for E▇▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers;
(2ii) all filing fees and expenses in connection with filings with FINRA’s Public Offering System;
(3iii) all fees, disbursements and expenses of the Company’s counsel, counsel and accountants and other agents and representatives in connection with the registration of the Securities under the Act and the Offering;
(4iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws (includinglaws, without limitation, all filing and registration fees, and the fees and disbursements of Underwriters’ counselif necessary;
(5v) all fees and expenses in connection with listing the Securities on a national securities exchange;
(6vi) all expenses, including reasonable travel and lodging expenses, expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities and any fees and expenses associated with the i-Deal system and NetRoadshowSecurities;
(7vii) all the road show expenses incurred by the Company;
(viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the offering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters;Offering.
(8) ix) the costs associated with preparingbook building, printing prospectus tracking and delivering compliance software and the cost of preparing certificates representing the Securities;
(9x) the cost and charges of any transfer agent or registrar for the Securities;.
(10e) subject to the following proviso, other costs (including Underwriters’ counsel’s fees and expenses) and expenses incident to the Offering that are not otherwise specifically provided for in this Section 4(k); providedIt is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriters will pay all such of their own costs and expenses expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, (i) the Company will pay, less the amount of the Advances previously paid, all Accountable Out-of-Pocket Expenses (including but not limited to fees and disbursements of Underwriters’ counsel’s fees Counsel and expensesreasonable and accountable travel) that incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Underwriters Company shall not exceed $100,000 in 250,000, including the aggregateAdvances, which amount includes the $20,000 advance previously paid by the Company and (ii) to the Representative, and Maxim shall return any portion of advances not applied to actual outextent that the Underwriters’ Accountable Out-of-pocket Pocket Expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses.
Appears in 1 contract
Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering:
(i) An underwriting discount equal to of seven and one-half percent (7.57.50%) of the aggregate gross proceeds raised in the Offering; providedOffering (for the avoidance of doubt, that, in excluding any proceeds from the event an investor is introduced by the Company (“Company Investor(sexercise of warrants)”), such cash fee shall be reduced to four percent (4.0%) solely with respect to any and all proceeds received by a Company Investor. Notwithstanding the foregoing, it is understood and agreed that the maximum aggregate gross proceeds that Company Investors may invest is capped at 5% of the final aggregate size of the Offering; and
(ii) The Underwriters’ Representative’s Warrants.
(iiib) Additionally, and subject to consummation of an Offering which will include an actual investment of at least $6,000,000, the Company hereby grants the Representative the right of first refusal for a period of twelve (12) months from the beginning on date of commencement of sales pursuant to of the Prospectus Offering through the one (1) year anniversary thereof, to act as lead managing underwriter and book runner or minimally as a co-lead manager and co-book runner and/or co-lead placement agent and/or managing underwriter with at least 50.0% of the economies, for any and all future public or private equity or equity, equity-linked offerings or debt (excluding strategic investor financings, mergers commercial bank debt and acquisitions, commercial debt, lines of credit and equipment financingsfacility) offerings undertaken by the Company, its Subsidiary(ies), Company or any successor theretoSubsidiaries, in each case, in the United States, provided that the Company shall have the right to add a reputable top-tier firm or other advisor to act as a joint book runner together with a minimum of seventy percent (70%) of the economics Representative in any such subsequent offering(s)offering. The Company shall provide written notice to the Representative with the terms of such offering and if the such Representative fails to accept in writing any such proposal within ten five (105) business days after receipt of such written notice, then the such Representative will have no claim or right with respect to any such offering(s)offering. The above provision shall not be applicable to a financing solicited from a person or entity which is a holder of the Company’s debt or equity securities as of the date hereof or an issuer-directed offering that is not facilitated through or using the services of an investment bank or similar financial advisor.
(ivc) [Intentionally omitted]
(d) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA rules Rules or that the terms thereof require adjustment.
(ve) Whether Subject to the conditions set forth at the proviso below, whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to this Offering, including the following:
(1i) all expenses in connection with the preparation, printing, formatting for E▇▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers;
(2ii) all fees and expenses in connection with filings with FINRA’s Public Offering System;
(3iii) all fees, disbursements and expenses of the Company’s counsel, accountants and other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offering;
(4iv) all fees and expenses in connection with listing the ADSs on the NASDAQ Capital Market and Underwriters’ reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws (including, without limitation, all filing and registration fees, and the fees and disbursements of Underwriters’ counsellaws;
(5v) all fees and expenses in connection with listing the Securities on a national securities exchange[reserved];
(6vi) all expenses, including travel and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities and any fees and expenses associated with the i-Deal system and NetRoadshow(“Road Show Expenses”);
(7vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the offering, including any stock transfer taxes payable upon the transfer of securities to the UnderwritersOffering;
(8) viii) the costs associated with preparingbook building, printing prospectus tracking and delivering compliance software and the cost of preparing certificates representing the Securities;
(9ix) the cost and charges of any transfer agent or registrar for the Securities;
(10x) subject any reasonable cost and expenses in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the following provisoRepresentative in an amount of up to $600 per officer or director; and
(xi) all other costs, other costs (including Underwriters’ counsel’s fees and expenses) and expenses incident to the Offering that performance of the Company obligations hereunder which are not otherwise specifically provided for in this Section 4(k5; provided, however, (i) that all such costs and expenses pursuant to this Section 5(e), which are incurred by the Underwriters and to be reimbursed by the Company, including the Underwriters’ Road Show Expenses, shall not exceed $150,000 (including the reasonable fees, disbursements and other charges of Underwriters’ Counsel), which amount includes a $25,000 advance against anticipated expenses previously paid by the Company to the Representative (which will be reimbursed to the extent not offset by actual expenses) and (ii) all expenses in excess of $250 must be pre-approved by the Company; provided, however, that the Underwriters shall provide a credit to the Company in the amount of $[●].
(f) It is understood, however, that except as provided in this Section 5, and Sections 7, 8 and 11(d) hereof, the Underwriters will pay all such of their own costs and expenses. Notwithstanding anything to the contrary in this Section 5, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid (the “Advances”), all reasonable accountable out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Underwriters’ Counsel and reasonable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110, provided, however, that the maximum amount of costs and expenses (including Underwriters’ counsel’s fees and expenses) that are incurred to be reimbursed by Company to the Underwriters pursuant to this Section 5(f) shall not exceed $100,000 in 50,000 (including the aggregatereasonable fees, disbursements and other charges of Underwriters’ Counsel), which amount includes the $20,000 25,000 advance against anticipated expenses previously paid by the Company to the Representative. If the Underwriters’ expenses are less than respective Advances previously paid to the Representative, and Maxim the Representative shall return any portion of advances the advance not applied to used for actual out-of-pocket expenses.
(g) Each Underwriter severally and not jointly covenants to the Company not to engage in any form of solicitation, advertising or other action that would constitute an offer or a sale under the Israeli Securities Law and the regulations promulgated thereunder that would require the Company to publish a prospectus in the State of Israel under the laws of the State of Israel.
Appears in 1 contract
Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering:
(i) : An underwriting discount equal to seven and one-half an aggregate of eight percent (7.58%) of the aggregate gross proceeds raised in the Offering; provided, thatOffering and such number of Common Stock Purchase Warrants (the “Underwriters Warrants”) to the Representatives or their permitted designees at the Closing to purchase, in the event an investor is introduced by the Company (“Company Investor(s)”)aggregate, such cash fee shall be reduced shares of Common Stock equal to four percent (4.0%) solely with respect to any and all proceeds received by a Company Investor. Notwithstanding the foregoing, it is understood and agreed that the maximum aggregate gross proceeds that Company Investors may invest is capped at 58% of the final aggregate size number of Firm Shares sold in the Offering. The Underwriters Warrants shall be in customary form reasonably acceptable to Representatives, have a term of 5 years and an exercise price of 110% of the price of Securities sold in the Offering; and
(ii) . The Underwriters’ Warrants.
(iii) Additionally, the Company grants the Representative the right of first refusal Underwriters Warrants shall not be transferable for a period of twelve (12) six months from the date of commencement the Offering except as permitted by FINRA Rule 5110(g)(1).
(i) If within fifteen (15) months after the date of sales pursuant termination of this Agreement if no Closing has occurred, securities are sold by the Company to investors directly introduced to the Prospectus to act as lead placement agent and/or managing underwriter for any and all future public or private equity or equity-linked offerings (excluding strategic investor financings, mergers and acquisitions, commercial debt, lines Company by the Representatives on behalf of credit and equipment financings) undertaken by the Company, its Subsidiary(ies)then the Company (unless otherwise agreed to in writing by the Representatives) shall pay to the Representatives at the time of each such sale, or any successor thereto, with a minimum of seventy cash fee equal to eight percent (708%) of the economics in aggregate gross proceeds with respect to any such subsequent offering(ssale. Upon termination of this Agreement and at the request of the Company, the Representatives will provide the Company with a list of investors so identified by the Representatives, respectively, on behalf of the Company.
(ii) If within fifteen (15) months after (and conditional upon) the consummation of the Offering, the Company or any of its subsidiaries (i) decides to dispose of or acquire business units or acquire any of its outstanding securities or make any exchange or tender offer or enter into a merger, consolidation or other business combination or any recapitalization, reorganization, restructuring or other similar transaction, including, without limitation, an extraordinary dividend or distributions or a spin-off or split-off, and the Company decides to retain a financial advisor for such transaction, the Representatives (or any affiliate designated by the Representatives) shall have the exclusive right to act as the Company’s financial advisor(s) for any such transaction (each with a 50% right of participation/economics); or (ii) decides to finance or refinance any indebtedness using a manager or agent, the Representatives (or any affiliate designated by the Representatives) shall have the exclusive right to act as joint book runners, co-lead managers, co-lead placement agents or co-lead agents with respect to such financing or refinancing (each with a 50% right of participation/economics); or (iii) decides to raise funds by means of a public offering or a private placement of equity or debt securities using an underwriter or placement agent, the Representatives (or any affiliate designated by the Representatives) shall have the exclusive right to act as joint book runners, co-lead underwriters or co-lead placement agents for such financing (each with a 50% right of participation/economics). The Company shall provide written notice to the Representative with the terms of such offering and if the Representative fails to accept in writing any such proposal within Representatives no less than ten (10) days after receipt days’ notice of such written notice, then the Representative will have no claim or right with respect its election to engage in any such offering(s)transactions, which notice shall contain a brief description of the proposed transaction. If neither the Representatives respond within such ten (10) day period, they shall be deemed to have rejected the right to participate in the subject transaction. If either Representatives or one of their affiliates decide to accept any such engagement, the Company shall enter into a customary engagement agreement related to such transaction with the Representatives, which agreement will contain, among other things, provisions for customary fees for transactions of similar size and nature and the provisions of this Agreement, including indemnification, which are appropriate to such a transaction, and shall stipulate that each of the Representatives (should both Representatives accept the engagement) shall have a 50% right of participation/economics.
(ivc) The Representative Representatives reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ ' aggregate compensation is in excess of FINRA rules Rules or that the terms thereof require adjustment.
(vd) Whether or not the transactions contemplated by this Agreement, the Registration Statement Statement, the General Disclosure Package and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following:
(1i) all expenses in connection with the preparation, printing, formatting for E▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers;
(2ii) all fees and expenses in connection with filings with FINRA’s 's Public Offering System;
(3iii) all fees, disbursements and expenses of the Company’s counsel, 's counsel and accountants and other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offering;
(4iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws (including, without limitation, all filing and registration fees, and the fees and disbursements of Underwriters’ counsellaws;
(5v) all fees and expenses in connection with listing the Securities on a national securities exchangethe Nasdaq Capital Market;
(6vi) all expenses, including reasonable travel and lodging expenses, expenses of the Company’s 's officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities ("Road Show Expenses"); provide, however, that all travel and any fees and lodging expenses associated with of the i-Deal system and NetRoadshowRepresentatives in excess of $5,000 in the aggregate shall be subject to prior written approval by the Company;
(7vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the offering, including any stock transfer taxes payable upon the transfer of securities to the UnderwritersOffering;
(8) viii) the costs associated with preparingbook building, printing prospectus tracking and delivering compliance software and the cost of preparing certificates representing the Securities;
(9ix) the cost and charges of any transfer agent or registrar for the Securities;; and
(10x) subject to the following provisoall other costs, other costs (including Underwriters’ counsel’s fees and expenses) and expenses incident up to $[ ] 2incident to the Offering that are not otherwise specifically provided for in this Section 4(k6, including Underwriters' Counsel's fees up to $150,000 and up to $100,000 for non-legal expenses Company (it being agreed that the Company has previously advanced $50,000 to the Representatives for non-legal expenses and $30,000 for legal expenses); provided.
(e) It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 12(d) hereof, the Underwriters will pay all such of their own costs and expenses (including Underwriters’ counsel’s fees and expenses) that are incurred by the Underwriters shall not exceed $100,000 in the aggregate, which amount includes the $20,000 advance previously paid by the Company to the Representative, and Maxim shall return any portion of advances not applied to actual out-of-pocket expenses.
Appears in 1 contract
Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay the following compensation with respect to the Units which they are offering: An underwriting discount equal to an aggregate of eight percent (8%) of the aggregate gross proceeds raised in the Offering to the Underwriters or their respective designees their pro rata portion (based on the Securities purchasedUnits sold); and such number of Common Stock Purchase Warrants (the “Representative’s Warrants”) of the following compensation with respect to the Securities they are offering:
(i) An underwriting discount Representative or its permitted designees at the Closing to purchase, in the aggregate, shares of Common Stock equal to seven and one-half percent (7.5%) 2% of the aggregate gross proceeds raised number of Firm Units sold in the Offering; provided, that, in the event an investor is introduced by the Company (“Company Investor(s)”), such cash fee . The Representative’s Warrants shall be reduced in customary form reasonably acceptable to four percent (4.0%) solely with respect to any and all proceeds received by Representative, have a Company Investor. Notwithstanding term of 5 years from the foregoingEffective Date, it is understood and agreed that the maximum aggregate gross proceeds that Company Investors may invest is capped at 5an exercise price of 110% of the final aggregate size price of Units sold in the Offering and a lock-up period of 360-days from the issuance of the Offering; and
(ii) Representative’s Warrants. The Underwriters’ Warrants.
(iii) Additionally, the Company grants the Representative the right of first refusal Representative’s Warrants shall not be transferable for a period of twelve (12) six months from the date of commencement of sales pursuant the Offering except as permitted by FINRA Rule 5110(g)(1).
(i) the Underwriters shall be entitled to the Prospectus fee under clause 6(a) hereunder, calculated in the manner set forth therein, 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 Representative had introduced to the Company in connection with the Offering, if such Tail Financing is consummated at any time within the 15-month period following the expiration or termination of this Agreement. At the request of the Company, the Representative will provide the Company with a list of investors so identified by the Representative on behalf of the Company.
(ii) If within fifteen (15) months after (and conditional upon) the consummation of the Offering, the Company or any of its subsidiaries (i) decides to dispose of or acquire business units or acquire any of its outstanding securities or make any exchange or tender offer or enter into a merger, consolidation or other business combination or any recapitalization, reorganization, restructuring or other similar transaction, including, without limitation, an extraordinary dividend or distributions or a spin-off or split-off, and the Company decides to retain a financial advisor for such transaction, the Representative (or any affiliate designated by the Representative) shall have the exclusive right to act as the Company’s financial advisor(s) for any such transaction (each with a 50% right of participation/economics); or (ii) decides to finance or refinance any indebtedness using a manager or agent, the Representative (or any affiliate designated by the Representative) shall have the exclusive right to act as joint book runners, co-lead managers, co-lead placement agent and/or managing underwriter for any and all future agents or co-lead agents with respect to such financing or refinancing (each with a 50% right of participation/economics); or (iii) decides to raise funds by means of a public offering or a private placement of equity or equity-linked offerings debt securities using an underwriter or placement agent, the Representative (excluding strategic investor financings, mergers and acquisitions, commercial debt, lines of credit and equipment financings) undertaken or any affiliate designated by the CompanyRepresentative) shall have the exclusive right to act as joint book runners, its Subsidiary(ies), co-lead underwriters or any successor thereto, co-lead placement agents for such financing (each with a minimum 50% right of seventy percent (70%) of the economics in such subsequent offering(sparticipation/economics). The Company shall provide written notice to the Representative with the terms of such offering and if the Representative fails to accept in writing any such proposal within no less than ten (10) days after receipt days’ notice of its election to engage in any such written noticetransactions, then which notice shall contain a brief description of the proposed transaction. If neither the Representative will respond within such ten (10) day period, they shall be deemed to have no claim rejected the right to participate in the subject transaction. If either Representative or right with respect one of their affiliates decide to accept any such offering(s)engagement, the Company shall enter into a customary engagement agreement related to such transaction with the Representative, which agreement will contain, among other things, provisions for customary fees for transactions of similar size and nature and the provisions of this Agreement, including indemnification, which are appropriate to such a transaction, and shall stipulate that each of the Representative (should both Representative accept the engagement) shall have a 50% right of participation/economics.
(ivc) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ ' aggregate compensation is in excess of FINRA rules Rules or that the terms thereof require adjustment.
(vd) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the The Company hereby agrees to pay the following:
(1) all expenses in connection with the preparationcosts, printing, formatting for E▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers;
(2) all fees and expenses in connection with filings with FINRA’s Public up to $60,000 incident to the Offering System;
(3) all fees“Non-Accountable Expenses”), disbursements and including but not limited to, travel expenses of the Company’s counsel, accountants and other agents and representatives in connection with the registration of the Securities under the Act and the Offering;
(4) all expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws (including, without limitation, all filing and registration fees, and the fees and disbursements of Underwriters’ counsel;
(5) all fees and expenses in connection with listing the Securities on a national securities exchange;
(6) all expenses, including travel and lodging expenses, of the Company’s 's officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities and any Units (it being agreed that the Company has previously advanced $50,000 to the Representative).
(e) The Company hereby agrees to pay the legal fees and expenses associated of the Representative, with a maximum of $100,000, as follows: (i) $30,000 upon signing of the engagement agreement with the i-Deal system and NetRoadshow;
Representative which fee has been paid; (7ii) any stock transfer taxes or other taxes incurred an additional $25,000 upon effectiveness of the Registration Statement in connection with this Agreement Offering; and (iii) any balance due as a result of the Underwriters legal fees and expenses at the Closing of the Offering. If the Offering is abandoned or is terminated or expired, in accordance with the offeringengagement agreement, including any stock transfer taxes payable upon the transfer Representative shall be entitled to up to an additional $25,000 in legal fees (legal counsel shall be required to submit an invoice of securities their legal fees to the Underwriters;Company).
(8) the costs associated with preparing, printing and delivering certificates representing the Securities;
(9f) the cost and charges of any transfer agent or registrar for the Securities;
(10) subject to the following proviso, other costs (including Underwriters’ counsel’s fees and expenses) and expenses incident to the Offering that are not otherwise specifically provided for in this Section 4(k); providedIt is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 12(d) hereof, the Underwriters will pay all such of their own costs and expenses (including Underwriters’ counsel’s fees and expenses) that are incurred by the Underwriters shall not exceed $100,000 in the aggregate, which amount includes the $20,000 advance previously paid by the Company to the Representative, and Maxim shall return any portion of advances not applied to actual out-of-pocket expenses.
Appears in 1 contract