Common use of Fees and Reimbursement of Expenses Clause in Contracts

Fees and Reimbursement of Expenses. 5.1 KCF is entitled to an agreed monthly retainer in the amount of €27,500 (which already includes the IPO-evaluation) for the IPO-Sub-Phase 1 and IPO-Sub Phase 2. From January 2019 on the retainer will be a monthly retainer of €18,000. The amount will be invoiced on a monthly basis for a maximum of nine (9) months. In case an IPO can be realized before the ninth months, the retainer will end with the realization of the IPO. It is agreed between the parties, that 60% of the retainer for a maximum of seven (7) months will be deducted from the IPO success fee. 5.2 This Project is highly success-driven. In the event of an IPO, KCF is entitled to a success fee amounting to the agreed and already negotiated amount of 0.95% of the IPO contract CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. value [Please note: average international standard is between 0.75% and 1.5%]. The IPO contract value is defined as the proceeds and money raised for the shareholders of VIA optronics (or their successor company) and/or the Client (or its successor company) out of the IPO. The success fee is due at day of the first stock listed IPO-date. 5.3 Travel expenses incurred in connection with the performance of the Project contract will be borne by the Client. Travel expenses will be verified and settled monthly. Travel expenses must be approved by the Client in advance. Travel expenses are based on €0.70 per vehicle kilometer or car rental expenses and reimbursement of air and rail travel (within the EU “Economy class”; outside the EU “Business Class”; First class train tickets). 5.4 A lump-sum cost (telephone, courier services, color copies, etc.) is charged per month in the amount of €750, as significant international telephone charges and courier and copy costs have occurred in the last months already. 5.5 In the event that VIA optronics decides to terminate the IPO process, KCF is entitled to a break-up fee of €175.000 in total, which is estimated about 15-20% of the expected success fee of KCF. As mutually agreed and based on the trustful relationship, this is a significant deduction of the overall efforts KCF is providing since VIA optronic’s IPO evaluation. The terms for the eligibility of the break-up fee are as follows: 5.5.1 [***] 5.5.2 [***] 5.5.3 [***] 5.5.4 [***] 5.6 VAT at the statutory rate is additionally payable on all fees, if applicable.