Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriter or its designee(s) the following compensation (or pro rata portion thereof, if applicable) with respect to the Securities purchased from the Company in this Offering: (i) an underwriting discount equal to six percent (6.0%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering; (ii) a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering; (iii) an accountable expense allowance of up to $225,000, of which $200,000 has already been paid to the Underwriter as an advance against accountable expenses; and (iv) the Company shall grant to the Underwriter or its designated affiliates share purchase warrants (the “Representative’s Warrants”) covering a number of shares equal to seven percent (7.0%) of the total number of Firm Shares and Additional Shares sold in this Offering. (b) In compliance with FINRA Rule 5110(e)(1), the Representative’s Warrants and the underlying securities will be locked up for 180 days following the date of commencement of sales of the Offering and will expire three (3) years after the Effective Date, subject to certain exceptions as set forth in FINRA Rule 5110(e)(2). The Representative’s Warrants are non-exercisable for six (6) months after the close of the Offering and will expire three (3) years after the sales of the Offering. The Representative’s Warrants will be exercisable at a price equal to one hundred and fifteen percent (125%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The Representative’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Representative’s Warrants under the Act and will file all necessary undertakings in connection therewith. The Representative’s Warrants and the underlying securities shall not be sold during the Offering, or 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 the securities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they may be transferred to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter will have the option to exercise, transfer or assign the Representative’s Warrants at any time, provided that the underlying securities shall not be transferred during the lock-up period; i.e., the Shares underlying the Representative’s Warrants shall remain subject to the 180-day lock-up period. The Representative’s Warrants may be exercised as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Representative’s Warrants holder’s expense, and unlimited “piggyback” registration rights at the Company’s expense, each with a duration of no more than three (3) years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). The Representative’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. In the event that the Company chooses to disengage or terminate Network 1 Financial Securities, Inc. as its Underwriter prior to the effectiveness of the Registration Statement but after the initial filing of the Registration Statement with the SEC (other than termination for “cause,” for Network 1 Financial Securities, Inc.’s material failure to provide the services contemplated in this Agreement, which will eliminate the Company’s obligations with respect to the payment of any fees with respect to this Section) Network 1 Financial Securities, Inc. will be due the full amount of the Representative’s Warrants that would be due to them at the Closing Date of the IPO. (c) The Underwriter 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 Underwriter’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) 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: (i) all expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriter and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel 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; (vii) all fees and expenses in connection with any “due diligence” meetings; (viii) all the road show expenses incurred by the Company; (ix) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (x) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (xi) the cost and charges of any transfer agent or registrar for the Securities; (xii) 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 Underwriter, not to exceed $15,000; (xiii) the costs associated with bound volumes and mementos in such quantities as the Underwriter may reasonably request, not to exceed $2,500; and (xiv) fees and expenses of the Underwriter’s legal counsel, not to exceed $75,000. (e) It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriter will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 12(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $200,000, including $75,000 as an advance to be applied towards the accountable expenses allowance (the “Advance”), $50,000 paid upon the first confidential filing of the Registration Statement, and $75,000 paid at the time the Company files the Registration Statement publicly. On the Closing Date, the Company shall pay the Underwriter $25,000 such that as of the Closing Date the Company shall have paid the Underwriter a total of no more than $225,000 in respect of such accountable expenses pursuant to this Section 6(e). All documented out-of-pocket expenses of the Underwriter (including but not limited to fees and disbursements of Underwriter’s 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 $225,000, including the Advances. To the extent that the Underwriter’ out-of-pocket expenses are less than the Advance, the Underwriter will return to the Company that portion of the Advances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A).
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 Underwriter or its designee(s) the following compensation (or pro rata portion thereof, if applicable) with respect to the Securities purchased from the Company in this Offering:
(i) an underwriting discount equal to six seven percent (6.07.0%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering;
(ii) a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering;
(iii) an accountable expense allowance of up to $225,000150,000, of which $200,000 75,000 has already been paid to the Underwriter as an advance against accountable expenses; and
(iv) the Company shall grant to the Underwriter or its designated affiliates share purchase warrants (the “RepresentativeUnderwriter’s Warrants”) covering a number of shares equal to seven percent (7.0%) of the total number of Firm Shares and Additional Shares sold in this Offeringoffering.
(b) In compliance with FINRA Rule 5110(e)(1), the RepresentativeUnderwriter’s Warrants and the underlying securities will be locked up for 180 days following beginning on the date of commencement of sales of the Offering and will expire three five (35) years after the Effective Date, subject to certain exceptions as set forth in FINRA Rule 5110(e)(2). The Representative’s Warrants are non-exercisable for six (6) months after the close of the Offering and will expire three (3) years after the sales of the Offering. The RepresentativeUnderwriter’s Warrants will be exercisable at a price equal to one hundred and fifteen forty percent (125140%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The RepresentativeUnderwriter’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the RepresentativeUnderwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. The RepresentativeUnderwriter’s Warrants and the underlying securities shall not be sold during the Offering, or 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 the securities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they may be transferred to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter will have the option to exercise, transfer or assign the RepresentativeUnderwriter’s Warrants at any time, provided that the underlying securities shall not be transferred during the lock-up period; i.e., the Shares underlying the RepresentativeUnderwriter’s Warrants shall remain subject to the 180-day lock-up period. The RepresentativeUnderwriter’s Warrants may be exercised as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the RepresentativeUnderwriter’s Warrants holder’s expense, and unlimited “piggyback” registration rights at the Company’s expense, each with a duration of no more than three (3) five years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). The RepresentativeUnderwriter’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. In the event that the Company chooses to disengage or terminate Network 1 Financial Securities, Inc. as its Underwriter prior to the effectiveness of the Registration Statement but after the initial filing of the Registration Statement with the SEC (other than termination for “cause,” for Network 1 Financial Securities, Inc.’s material failure to provide the services contemplated in this Agreement, which will eliminate the Company’s obligations with respect to the payment of any fees with respect to this Section) Network 1 Financial Securities, Inc. will be due the full amount of the Representative’s Warrants that would be due to them at the Closing Date of the IPO.
(c) The Underwriter 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 Underwriter’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.
(d) 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:
(i) 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 amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriter and dealers;
(ii) all fees and expenses in connection with filings with FINRA’s Public Offering System;
(iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the Offering;
(iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws;
(v) all fees and expenses in connection with listing the Securities on a national securities exchange;
(vi) all reasonable travel 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;
(vii) all fees and expenses in connection with any “due diligence” meetings;
(viii) all the road show expenses incurred by the Company;
(ix) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering;
(x) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities;
(xi) the cost and charges of any transfer agent or registrar for the Securities;
(xii) 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 Underwriter, not to exceed $15,000;
(xiii) the costs associated with bound volumes and mementos in such quantities as the Underwriter may reasonably request, not to exceed $2,500; and
(xiv) fees and expenses of the Underwriter’s legal counsel, not to exceed $75,000.
(e) It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriter will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 12(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $200,000125,000, including $75,000 as an advance to be applied towards the accountable expenses allowance (the “Advance”), ) and $50,000 paid upon the first confidential filing of the Registration Statement, and $75,000 paid at the time the Company files the Registration Statement publicly. On the Closing Date, the Company shall pay the Underwriter $25,000 such that as of the Closing Date the Company shall have paid the Underwriter a total of no more than $225,000 150,000 in respect of such accountable expenses pursuant to this Section 6(e). All documented out-of-pocket expenses of the Underwriter (including but not limited to fees and disbursements of Underwriter’s 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 $225,000150,000, including the Advances. To the extent that the Underwriter’ out-of-pocket expenses are less than the Advance, the Underwriter will return to the Company that portion of the Advances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A).
Appears in 1 contract
Sources: Underwriting Agreement (Starbox Group Holdings Ltd.)
Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriter or its designee(s) the following compensation (or pro rata portion thereof, if applicable) with respect to the Securities purchased from the Company in this Offering:
(i) an underwriting discount equal to six eight percent (6.08.0%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering;
(ii) a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering;
(iii) an accountable expense allowance of up to $225,000, of which $200,000 has already been 150,000 previously paid to the Underwriter as an advance against accountable expensesNetwork 1 Financial Securities, Inc.; and
(iv) the Company shall grant to the Underwriter or its designated affiliates share purchase warrants (the “Representative’s Warrants”) covering a number of shares equal to seven percent (7.0%) of the total number of Firm Shares and Additional Shares sold in this Offering; and
(v) an out-of-pocket cost of the escrow agent or clearing agent of an amount not exceeding $12,900.
(b) In compliance with FINRA Rule 5110(e)(1), the Representative’s Warrants and the underlying securities will be locked up for 180 days following the date of commencement of sales of the Offering and will expire three five (35) years after the Effective Date, subject to certain exceptions as set forth in FINRA Rule 5110(e)(2). The Representative’s Warrants are non-exercisable for six (6) months after the close of the Offering and will expire three five (35) years after the commencement of sales of the Offering. The Representative’s Warrants will be exercisable at a price equal to one hundred and fifteen percent (125%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The Representative’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Representative’s Warrants under the Act and will file all necessary undertakings in connection therewith. The Representative’s Warrants and the underlying securities shall not be sold during the Offering, or 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 the securities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they may be transferred to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter will have the option to exercise, transfer or assign the Representative’s Warrants at any time, provided that the underlying securities shall not be transferred during the lock-up period; i.e., the Shares underlying the Representative’s Warrants shall remain subject to the 180-day lock-up period. The Representative also agreed for a period of one year period immediately following the commencement of sales of this offering, it will not transfer the Representative’s Warrants or the underlying securities, except to the Representative’s officers, partners or members of the selling group. The Representative’s Warrants may be exercised as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Representative’s Warrants holder’s expense, and unlimited “piggyback” registration rights at the Company’s expense, each with a duration of no more than three five (35) years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). The Representative’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. In the event that the Company chooses to disengage or terminate Network 1 Financial Securities, Inc. Alexander Capital L.P. as its Underwriter Representative prior to the effectiveness of the Registration Statement but after the initial filing of the Registration Statement with the SEC (other than termination for “cause,” for Network 1 Financial Securities, Inc.Alexander Capital L.P.’s material failure to provide the services contemplated in this Agreement, which will eliminate the Company’s obligations with respect to the payment of any fees with respect to this Section) Network 1 Financial Securities, Inc. Alexander Capital L.P. will be due the full amount of the Representative’s Warrants that would be due to them at the Closing Date of the IPO.
(c) The Underwriter 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 Underwriter’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.
(d) 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:
(i) all expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriter and dealers;
(ii) all fees and expenses in connection with filings with FINRA’s Public Offering System;
(iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the Offering;
(iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws;
(v) all fees and expenses in connection with listing the Securities on a national securities exchange;
(vi) all reasonable travel 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;
(vii) all fees and expenses in connection with any “due diligence” meetings;
(viii) all the road show expenses incurred by the Company;
(ix) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering;
(x) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities;
(xi) the cost and charges of any transfer agent or registrar for the Securities;
(xii) 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 Underwriter, not to exceed $15,000;
(xiii) the costs associated with bound volumes and mementos in such quantities as the Underwriter may reasonably request, not to exceed $2,500; and
(xiv) fees and expenses of the Underwriter’s legal counsel, not to exceed $75,000.
(e) It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriter will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 12(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $200,000175,000, including $75,000 150,000 previously paid to Network 1 Financial Securities, Inc, $25,000 as an advance to be applied towards the accountable expenses allowance (the “Advance”), $50,000 paid upon the first confidential filing of the Registration Statement, and $75,000 paid at the time the Company files the Registration Statement publicly. .. On the Closing Date, the Company shall pay the Underwriter $25,000 50,000 such that as of the Closing Date the Company shall have paid the Underwriter a total of no more than $225,000 in respect of such accountable expenses pursuant to this Section 6(e). All documented out-of-pocket expenses of the Underwriter (including but not limited to fees and disbursements of Underwriter’s 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 $225,000, including the Advances. To the extent that the Underwriter’ out-of-pocket expenses are less than the Advance, the Underwriter will return to the Company that portion of the Advances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A).
Appears in 1 contract
Consideration; Payment of Expenses. (a) 3.9.1 In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriter or its designee(s) the following compensation (or pro rata portion thereof, if applicable) with respect to the Securities purchased from the Company in this Offering:
(i) an underwriting discount equal to six seven percent (6.07.0%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering;
(ii) a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the OfferingOffering to the Underwriter;
(iii) an accountable expense allowance of up to $225,000, of which 200,000. $200,000 100,000 has already been paid to the Underwriter as an a cash advance against accountable expenses; andupon signing of the engagement agreement;
(iv) $50,000 upon public filing of the Registration Statement with the Securities and Exchange Commission and $50,000 upon closing of the public offering; and.
(v) the Company shall grant to the Underwriter or its designated affiliates share purchase warrants (the “RepresentativeUnderwriter’s Warrants”) covering a number of shares equal to seven five percent (7.05.0%) of the total number of Firm Shares and Additional Shares Public Securities sold in this Offeringoffering.
(b) 3.9.2 In compliance with FINRA Rule 5110(e)(1), the RepresentativeUnderwriter’s Warrants and the underlying securities will be locked up for 180 days following beginning on the date of commencement of sales of the Offering and will expire three five (35) years after the Effective Closing Date, subject to certain exceptions as set forth in FINRA Rule 5110(e)(2). The Representative’s Warrants are non-exercisable for six (6) months after the close of the Offering and will expire three (3) years after the sales of the Offering. The RepresentativeUnderwriter’s Warrants will be exercisable at a price equal to one hundred and fifteen thirty percent (125130%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The RepresentativeUnderwriter’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the RepresentativeUnderwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. However, the Underwriter’s Warrants will not be registered more than five years from the commencement of sales of the public offering pursuant to FINRA Rule 5110(g)(8)(C). The RepresentativeUnderwriter’s Warrants and the underlying securities shall not be sold during the Offering, or 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 the securities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they may be transferred to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter will have the option to exercise, transfer or assign the RepresentativeUnderwriter’s Warrants at any time, provided that the underlying securities shall not be transferred during the lock-up period; i.e., the Ordinary Shares underlying the RepresentativeUnderwriter’s Warrants shall remain subject to the 180-day lock-up period. The RepresentativeUnderwriter’s Warrants may be exercised as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise if there is no effective registration statement registering the issuance of the shares underlying the Underwriters’ Warrants and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the RepresentativeUnderwriter’s Warrants holder’s expense, and unlimited “piggyback” registration rights at the Company’s expense, each with will be exercisable at any time in whole or in part, during the four and a duration of no more than three half-year period commencing six (36) years months from the effective date of commencement of sales of the offering Offering, in compliance with FINRA Rule 5110(g)(8)(D). The RepresentativeUnderwriter’s Warrants will not be exercisable or convertible more than five years from the commencement of sales of the public offering pursuant to 5110(g)(8)(A). The Underwriter’s Warrants shall further provide for customary adjustment in the number provisions for stock dividends and price of such warrants (splits and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction recapitalizations to prevent dilution. In the event that the Company chooses to disengage or terminate Network 1 Financial Securities, Inc. as its Underwriter prior to the effectiveness of the Registration Statement but after the initial filing of the Registration Statement with the SEC (other than termination for “cause,” for Network 1 Financial Securities, Inc.’s material failure to provide the services contemplated in this Agreement, which will eliminate the Company’s obligations with respect to the payment of any fees with respect to this Section) Network 1 Financial Securities, Inc. will be due the full amount of the Representative’s Warrants that would be due to them at the Closing Date of the IPO.
(c) 3.9.3 The Underwriter 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 Underwriter’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.
(d) 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 on each of the Closing Dates and the Option Closing Dates, if any, to the extent not paid at the Closing Date, all costs and expenses incident to the Offeringperformance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Ordinary Shares to be sold in the Offering (including the following:
Option Shares) with the Commission; (ib) all expenses in connection Public Filing System filing fees associated with the preparation, printing, formatting for ▇▇▇▇▇ and filing review of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriter and dealers;
Offering by FINRA; (iic) all fees and expenses in connection with filings with FINRA’s relating to the listing of such Public Offering System;
Securities on the Exchange and such other stock exchanges as the Company and the Underwriter together determine; (iiid) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the Ordinary Shares; (j) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the fees and expenses of the Company’s counsel and accountants in connection with accountants; (kl) the registration of the Securities under the Act and the Offering;
(iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws;
(v) all fees and expenses in connection with listing the Securities on a national securities exchange;
(vi) all reasonable travel expenses of the Company’s officers, directors legal counsel and employees other agents and any other expense representatives. The Company hereby agrees to pay on each of the Company incurred in connection with attending or hosting meetings with prospective purchasers Closing Dates and the Option Closing Dates, if any, to the extent not paid at the Closing Date, to the Underwriter, from the gross proceeds of the Securities;
(vii) all fees and expenses in connection with any “due diligence” meetings;
(viii) all the road show Offering, for accountable legal expenses incurred by the Company;
(ix) any stock transfer taxes or other taxes incurred Underwriter in connection with the transaction in the aggregate amount of $200,000 as well as non-accountable expenses (the “NAE”) including, but not limited to, background check(s), tombstones, marketing related expenses; i.e. roadshow, travel, et al. and any other expenses incurred by the Underwriter in connection with the transaction, (provided, however, that such reimbursement amount shall in no way limit or impair the indemnification and contribution provisions of this Agreement or Agreement). The total NAE allowance shall be 1.0% of the gross proceeds raised in the Offering;
(x) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities;
(xi) the cost and charges of any transfer agent or registrar for the Securities;
(xii) 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 Underwriter, not to exceed $15,000;
(xiii) the costs associated with bound volumes and mementos in such quantities as the Underwriter may reasonably request, not to exceed $2,500; and
(xiv) fees and expenses of the Underwriter’s legal counsel, not to exceed $75,000.
(e) 3.9.4 It is understood, however, that except as provided in this Section 63, and Sections 85, 9 8.3 and 11(d) 8.4 hereof, the Underwriter will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 12(b) 8 hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $200,000, including $75,000 100,000 as an advance to be applied towards the accountable expenses allowance (the “Advance”), $50,000 paid upon the first confidential . Upon filing of the Registration Statement, and $75,000 paid at the time the Company files the Registration Statement publicly. On with the Closing DateSEC, the Company shall pay the Underwriter $25,000 such that as 50,000, and an additional $50,000 upon closing of the Closing Date the Company shall have paid the Underwriter a total of no more than $225,000 in respect of such accountable expenses pursuant to this Section 6(e)public offering. All documented out-of-pocket expenses of the Underwriter (including but not limited to fees and disbursements of Underwriter’s Counsel 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 $225,000200,000, including the Advances. To the extent that the Underwriter’ ’s out-of-pocket expenses are less than the Advance, the Underwriter will return to the Company that portion of the Advances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A).
3.9.5 The Underwriter 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 Underwriter’s aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.
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 Underwriter or its designee(s) the following compensation (or pro rata portion thereof, if applicable) with respect to the Securities purchased from the Company in this Offering:
(i) an underwriting discount equal to six percent (6.0%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering;
(ii) a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering;
(iii) an accountable expense allowance of up to $225,000, of which $200,000 has already been paid to the Underwriter as an advance against accountable expenses; and
(iv) the Company shall grant to the Underwriter or its designated affiliates share purchase warrants (the “Representative’s Warrants”) covering a number of shares equal to seven percent (7.0%) of the total number of Firm Shares and Additional Shares sold in this Offering.
(b) In compliance with FINRA Rule 5110(e)(1), the Representative’s Warrants and the underlying securities will be locked up for 180 days following the date of commencement of sales of the Offering and will expire three (3) years after the Effective Date, subject to certain exceptions as set forth in FINRA Rule 5110(e)(2). The Representative’s Warrants are non-exercisable for six (6) months after the close of the Offering and will expire three (3) years after the sales of the Offering. The Representative’s Warrants will be exercisable at a price equal to one hundred and fifteen percent (125%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The Representative’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Representative’s Warrants under the Act and will file all necessary undertakings in connection therewith. The Representative’s Warrants and the underlying securities shall not be sold during the Offering, or 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 the securities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they may be transferred to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter will have the option to exercise, transfer or assign the Representative’s Warrants at any time, provided that the underlying securities shall not be transferred during the lock-up period; i.e., the Shares underlying the Representative’s Warrants shall remain subject to the 180-day lock-up period. The Representative’s Warrants may be exercised as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Representative’s Warrants holder’s expense, and unlimited “piggyback” registration rights at the Company’s expense, each with a duration of no more than three (3) years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). The Representative’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. In the event that the Company chooses to disengage or terminate Network 1 Financial Securities, Inc. as its Underwriter prior to the effectiveness of the Registration Statement but after the initial filing of the Registration Statement with the SEC (other than termination for “cause,” for Network 1 Financial SecuritiesSEC, Inc.’s material failure to provide the services contemplated in this Agreement, which will eliminate the Company’s obligations with respect to the payment of any fees with respect to this Section) Network 1 Financial Securities, Inc. will be due the full amount of the Representative’s Warrants that would be due to them at the Closing Date of the IPO.
(c) The Underwriter 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 Underwriter’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.
(d) 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:
(i) all expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriter and dealers;
(ii) all fees and expenses in connection with filings with FINRA’s Public Offering System;
(iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the Offering;
(iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws;
(v) all fees and expenses in connection with listing the Securities on a national securities exchange;
(vi) all reasonable travel 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;
(vii) all fees and expenses in connection with any “due diligence” meetings;
(viii) all the road show expenses incurred by the Company;
(ix) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering;
(x) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities;
(xi) the cost and charges of any transfer agent or registrar for the Securities;
(xii) 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 Underwriter, not to exceed $15,000;
(xiii) the costs associated with bound volumes and mementos in such quantities as the Underwriter may reasonably request, not to exceed $2,500; and
(xiv) fees and expenses of the Underwriter’s legal counsel, not to exceed $75,000.
(e) It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriter will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 12(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $200,000, including $75,000 as an advance to be applied towards the accountable expenses allowance (the “Advance”), $50,000 paid upon the first confidential filing of the Registration Statement, and $75,000 paid at the time the Company files the Registration Statement publicly. On the Closing Date, the Company shall pay the Underwriter $25,000 such that as of the Closing Date the Company shall have paid the Underwriter a total of no more than $225,000 in respect of such accountable expenses pursuant to this Section 6(e). All documented out-of-pocket expenses of the Underwriter (including but not limited to fees and disbursements of Underwriter’s 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 $225,000, including the Advances. To the extent that the Underwriter’ out-of-pocket expenses are less than the Advance, the Underwriter will return to the Company that portion of the Advances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A).
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 Underwriter or its designee(s) the following compensation (or pro rata portion thereof, if applicable) with respect to the Securities purchased from the Company in this Offering:
(i) an underwriting discount equal to six eight percent (6.08.0%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering;
(ii) a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering;
(iii) an accountable expense allowance of up to $225,000, of which $200,000 has already been 150,000 previously paid to the Underwriter as an advance against accountable expensesNetwork 1 Financial Securities, Inc.; and
(iv) the Company shall grant to the Underwriter or its designated affiliates share purchase warrants (the “Representative’s Warrants”) covering a number of shares equal to seven percent (7.0%) of the total number of Firm Shares and Additional Shares sold in this Offering; and
(v) an out-of-pocket cost of the escrow agent or clearing agent of an amount not exceeding $12,900.
(b) In compliance with FINRA Rule 5110(e)(1), the Representative’s Warrants and the underlying securities will be locked up for 180 days following the date of commencement of sales of the Offering and will expire three five (35) years after the Effective Date, subject to certain exceptions as set forth in FINRA Rule 5110(e)(2). The Representative’s Warrants are non-exercisable for six (6) months after the close of the Offering and will expire three five (35) years after the commencement of sales of the Offering. The Representative’s Warrants will be exercisable at a price equal to one hundred and fifteen twenty-five percent (125%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The Representative’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Representative’s Warrants under the Act and will file all necessary undertakings in connection therewith. The Representative’s Warrants and the underlying securities shall not be sold during the Offering, or 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 the securities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they may be transferred to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter will have the option to exercise, transfer or assign the Representative’s Warrants at any time, provided that the underlying securities shall not be transferred during the lock-up period; i.e., the Shares underlying the Representative’s Warrants shall remain subject to the 180-day lock-up period. The Representative also agreed for a period of one year period immediately following the commencement of sales of this offering, it will not transfer the Representative’s Warrants or the underlying securities, except to the Representative’s officers, partners or members of the selling group. The Representative’s Warrants may be exercised as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Representative’s Warrants holder’s expense, and unlimited “piggyback” registration rights at the Company’s expense, each with a duration of no more than three five (35) years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). The Representative’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. In the event that the Company chooses to disengage or terminate Network 1 Financial Securities, Inc. Alexander Capital L.P. as its Underwriter Representative prior to the effectiveness of the Registration Statement but after the initial filing of the Registration Statement with the SEC (other than termination for “cause,” for Network 1 Financial Securities, Inc.Alexander Capital L.P.’s material failure to provide the services contemplated in this Agreement, which will eliminate the Company’s obligations with respect to the payment of any fees with respect to this Section) Network 1 Financial Securities, Inc. Alexander Capital L.P. will be due the full amount of the Representative’s Warrants that would be due to them at the Closing Date of the IPO.
(c) The Underwriter 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 Underwriter’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.
(d) 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:
(i) all expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ EDGAR and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriter and dealers;
(ii) all fees and expenses in connection with filings with FINRA’s Public Offering System;
(iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the Offering;
(iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws;
(v) all fees and expenses in connection with listing the Securities on a national securities exchange;
(vi) all reasonable travel 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;
(vii) all fees and expenses in connection with any “due diligence” meetings;
(viii) all the road show expenses incurred by the Company;
(ix) any stock share transfer taxes or other taxes incurred in connection with this Agreement or the Offering;
(x) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities;
(xi) the cost and charges of any transfer agent or registrar for the Securities;
(xii) 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 Underwriter, not to exceed $15,000;
(xiii) the costs associated with bound volumes and mementos in such quantities as the Underwriter may reasonably request, not to exceed $2,500; and
(xiv) fees and expenses of the Underwriter’s legal counsel, not to exceed $75,000.
(e) It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriter will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 12(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $200,000175,000, including $75,000 150,000 previously paid to Network 1 Financial Securities, Inc, $25,000 as an advance to be applied towards the accountable expenses allowance (the “Advance”), $50,000 paid upon the first confidential filing of the Registration Statement, and $75,000 paid at the time the Company files the Registration Statement publicly. .. On the Closing Date, the Company shall pay the Underwriter $25,000 50,000 such that as of the Closing Date the Company shall have paid the Underwriter a total of no more than $225,000 in respect of such accountable expenses pursuant to this Section 6(e). All documented out-of-pocket expenses of the Underwriter (including but not limited to fees and disbursements of Underwriter’s 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 $225,000, including the Advances. To the extent that the Underwriter’ out-of-pocket expenses are less than the Advance, the Underwriter will return to the Company that portion of the Advances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A).
Appears in 1 contract
Consideration; Payment of Expenses. (a) 3.9.1 In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriter Representative or its designee(s) the following compensation (or pro rata portion thereof, if applicable) with respect to the Securities purchased from the Company in this Offering:
(i) an underwriting discount equal to six seven and a half percent (6.07.5%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Option Shares) raised in the Offering;
(ii) a non-accountable expense allowance of one one-half of a percent (1.00.5%) of the gross proceeds of the OfferingOffering to the Representative;
(iii) an accountable expense allowance of up to $225,000175,000, of which $200,000 100,000 has already been paid to the Underwriter Representative as an advance against accountable expenses; and
(iv) the Company shall grant to the Underwriter Representative or its designated affiliates share purchase warrants (the “Representative’s Warrants”) covering a number of shares equal to seven eight percent (7.08.0%) of the total number of Firm Shares and Additional Option Shares sold in this Offeringoffering.
(b) 3.9.2 In compliance with FINRA Rule 5110(e)(1), the Representative’s Warrants and the underlying securities will be locked up for 180 days following beginning on the date of commencement of sales of the Offering and will expire three five (35) years after the Effective Closing Date, subject to certain exceptions as set forth in FINRA Rule 5110(e)(2). The Representative’s Warrants are non-exercisable for six (6) months after the close of the Offering and will expire three (3) years after the sales of the Offering. The Representative’s Warrants will be exercisable at a price equal to one hundred and fifteen thirty percent (125130%) of the public offering price of the underlying Ordinary Shares in connection with the Offeringper Firm Share. The Representative’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Representative’s Warrants under the Act and will file all necessary undertakings in connection therewith. The Representative’s Warrants and the underlying securities shall not be sold during the Offering, or 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 the securities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they may be transferred to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter Representative will have the option to exercise, transfer or assign the Representative’s Warrants at any time, provided that the underlying securities shall not be transferred during the lock-up period; i.e., the Shares underlying the Representative’s Warrants shall remain subject to the 180-day lock-up period. The Representative’s Warrants may be exercised as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise Shares and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Representative’s Warrants holder’s expense, and unlimited “piggyback” registration rights at the Company’s expense, each with a duration of no more than three (3) five years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). The Representative’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. In the event that the Company chooses to disengage or terminate Network 1 Financial Securities, Inc. A.G.P. as its Underwriter Representative prior to the effectiveness of the Registration Statement but after the initial filing of the Registration Statement with the SEC (other than termination for “cause,” for Network 1 Financial SecuritiesSEC, Inc.’s material failure to provide the services contemplated in this Agreement, which will eliminate the Company’s obligations with respect to the payment of any fees with respect to this Section) Network 1 Financial Securities, Inc. A.G.P. will be due the full amount of the Representative’s Warrants that would be due to them at the Closing Date of the IPO.
(c) 3.9.3 The Underwriter 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 Underwriter’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.
(d) 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 on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all costs and expenses incident to the Offeringperformance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Ordinary Shares to be sold in the Offering (including the following:
Option Shares) with the Commission; (ib) all expenses in connection Public Filing System filing fees associated with the preparation, printing, formatting for ▇▇▇▇▇ and filing review of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriter and dealers;
Offering by FINRA; (iic) all fees and expenses in connection with filings with FINRA’s relating to the listing of such Public Offering System;
Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (iiid) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the Ordinary Shares; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the fees and expenses of the Company’s counsel and accountants in connection with accountants; (l) the registration of the Securities under the Act and the Offering;
(iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws;
(v) all fees and expenses in connection with listing the Securities on a national securities exchange;
(vi) all reasonable travel expenses of the Company’s officers, directors legal counsel and employees other agents and any other expense representatives. The Company hereby agrees to pay on each of the Company incurred in connection with attending or hosting meetings with prospective purchasers Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, to the Representative, from the gross proceeds of the Securities;
(vii) all fees and expenses in connection with any “due diligence” meetings;
(viii) all the road show Offering, for accountable legal expenses incurred by the Company;
(ix) any stock transfer taxes or other taxes incurred Representative in connection with the transaction in the aggregate amount of $175,000 as well as non-accountable expenses (the “NAE”), including, but not limited to, background check(s), tombstones, marketing related expenses; i.e. roadshow, travel, et al. and any other expenses incurred by the Representative in connection with the transaction, (provided, however, that such reimbursement amount shall in no way limit or impair the indemnification and contribution provisions of this Agreement or Agreement). The total NAE allowance shall be 0.5% of the gross proceeds raised in the Offering;
(x) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities;
(xi) the cost and charges of any transfer agent or registrar for the Securities;
(xii) 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 Underwriter, not to exceed $15,000;
(xiii) the costs associated with bound volumes and mementos in such quantities as the Underwriter may reasonably request, not to exceed $2,500; and
(xiv) fees and expenses of the Underwriter’s legal counsel, not to exceed $75,000.
(e) 3.9.4 It is understood, however, that except as provided in this Section 63, and Sections 85, 9 8.3 and 11(d) 8.4 hereof, the Underwriter Representative will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 12(b) 8 hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $200,000, including $75,000 100,000 as an advance to be applied towards the accountable expenses allowance (the “Advance”), $50,000 paid upon the first confidential filing of the Registration Statement, and $75,000 paid at the time the Company files the Registration Statement publicly. On the Closing Date, the Company shall pay the Underwriter Representative $25,000 75,000 such that as of the Closing Date the Company shall have paid the Underwriter Representative a total of no more than $225,000 175,000 in respect of such accountable expenses pursuant to this Section 6(e)3.9.4. All documented out-of-pocket expenses of the Underwriter Representative (including but not limited to fees and disbursements of UnderwriterRepresentative’s 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 $225,000175,000, including the Advances. To the extent that the Underwriter’ Representative’s out-of-pocket expenses are less than the Advance, the Underwriter Representative will return to the Company that portion of the Advances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A).
3.9.5 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 Representative’s aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.
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