Common use of Entry into a Material Definitive Agreement Clause in Contracts

Entry into a Material Definitive Agreement. On May 28, 2014, Nuvilex, Inc., a Nevada corporation (“Company”), entered into a financial advisory, offering and at the market offering engagement agreement (“Chardan Agreement”), with Chardan Capital Markets, LLC (“Chardan”) pursuant to which Chardan has agreed to use its reasonable best efforts to act as the Company’s sales agent in connection with the sale of the Company’s common stock, $.0001 par value per share (“Common Stock”) in “at the market” or privately negotiated transactions of up to $50,000,000, depending upon market conditions and at the discretion of the Company. In connection with such transactions, the Company has agreed to pay Chardan: (i) a cash fee of 3% of the gross proceeds from the sale of any shares of Common Stock sold in an “at-the-market” offering and (ii) a cash fee of 7% of the aggregate sales price of any distinct blocks of Common Stock sold under the Chardan Agreement, plus five-year warrants representing 5% of the number of shares of Common Stock sold. In addition, the Company has agreed to reimburse certain expenses of Chardan in an amount not to exceed $15,000.