Common use of Placement Agent Warrants Clause in Contracts

Placement Agent Warrants. On each closing date of a Financing, the Company shall issue to ▇▇▇▇▇▇▇▇▇ or its permitted assigns, for an aggregate consideration of $1.00, warrants (the “Warrants”) to purchase such number of shares of the common stock of the Company (or units of Equity Securities if the Financing involved the sale of units of Equity Securities) equal to 8% of the aggregate number of shares of common stock of the Company issued and issuable by the Company under and in connection with the Financings. The number of shares of common stock (or units of Equity Securities) issuable upon exercise of the Warrants shall include all shares of common stock issuable under the Securities, including, without limitation, shares issuable upon conversion or exercise of the Securities. The Warrants shall provide for cashless exercise (even if the purchasers of the Securities (the “Purchasers”) do not have such right). The exercise price per share of the Warrants shall be equal to the effective price per share (or unit) paid by the Purchasers for the Securities (or in the event of a convertible security, the conversion price or exercise price per share of common stock on the closing date). The Warrants shall be exercisable after the date of issuance and shall expire seven years after the date of issuance, unless otherwise extended by the Company. The Warrants shall not be callable or redeemable. The Warrants shall also include one demand registration right exercisable following the first anniversary of the closing, and piggyback registration rights. The Warrants shall be transferable within ▇▇▇▇▇▇▇▇▇, at ▇▇▇▇▇▇▇▇▇’▇ discretion. The foregoing Placement Agent Warrants shall be reduced to 4% of the aggregate number of shares of common stock of the Company issued and issuable by the Company under and in connection with the Financings if such proceeds received by the Company originate through the efforts of Crestview Capital Partners, vFinance, Inc. or the Company. The foregoing Placement Agent Warrants shall also be reduced to 4% for any bridge loan money that may be advanced to the Company under this agreement.

Placement Agent Warrants. On each the closing date of a Financingthe Transaction, involving securities, of the Company on which aggregate cash consideration is paid to the Company, the Company shall issue to ▇▇▇▇▇▇▇▇▇ TGE or its permitted assigns, for an aggregate consideration of $1.00, assigns warrants (the “Warrants”) to purchase such number of shares of the Company’s common stock as is set forth on Schedule A attached hereto. In addition the Company shall issue to TGE or its permitted assigns warrants (“Warrants”) to purchase such number of the Company (or units of Equity Securities if the Financing involved the sale of units of Equity Securities) equal to 8% of the aggregate number of shares of Company’s common stock of shares underlying any warrants issued to the Company issued and issuable by the Company under and in connection with the Financings. The number of shares of common stock (or units of Equity Securities) issuable upon exercise of the Warrants shall include all shares of common stock issuable under the Securities, including, without limitation, shares issuable upon conversion or exercise of the Securities. The Warrants shall provide for cashless exercise (even if the purchasers purchaser of the Securities (the “Purchasers”) do not have such right)as is set forth on Schedule A attached hereto. The exercise price per share and the expiration date of the Warrants shall be equal the same as the warrants issued to the effective price per share (or unit) paid by purchasers of the Purchasers Securities. All the Warrants shall provide for cashless exercise. After the Securities (or in completion of the event of a convertible securityTransaction, the conversion price or exercise price per share Company will prepare for filing with the SEC a Form S-1 Registration Statement to register the resale of common stock on all the closing date). The Warrants shall be exercisable after the date of issuance and shall expire seven years after the date of issuance, unless otherwise extended by the Company. The Warrants shall not be callable or redeemable. The Warrants shall also include one demand registration right exercisable following the first anniversary of the closing, and piggyback registration rights. The Warrants shall be transferable within ▇▇▇▇▇▇▇▇▇, at ▇▇▇▇▇▇▇▇▇’▇ discretion. The foregoing Placement Agent Warrants shall be reduced to 4% of the aggregate number of shares of common stock underlying the Warrants issued in the Transaction. The Company will seek to maintain a current Registration Statement for a period of the at least one year or until all shares of such common stock can be freely sold without registration, whichever event occurs first. The Company issued and issuable by the Company under and shall be responsible for all costs incurred in connection with filing said Registration Statement, except that each holder of the Financings if such proceeds received Warrant or holder of the common stock underlying the Warrant shall be responsible for all their own personal legal and other professional fees incurred by them. Notwithstanding the Company originate through registration obligation set forth in this Section 3(b), in the efforts of Crestview Capital Partners, vFinance, Inc. event the Securities and Exchange Commission (the "Commission") or the Company. The foregoing Placement Agent Warrants shall also 's legal counsel advises the Company that all of the shares of common stock cannot, as a result of the application of Rule 415, be reduced registered for resale as a secondary offering on a single registration statement, the Company agrees to 4% for any bridge loan money that promptly (i) inform the holders of the common stock and use its commercially reasonable efforts to file such amendments to the initial registration statement as may be advanced required by the Commission and/or (ii) withdraw the initial registration statement and file a new registration statement (a "New Registration Statement'), in either case covering the maximum number of securities permitted to be registered by the Company under this agreementCommission on Form S-1 (or on such other form available to register for resale the Securities as a secondary offering.

Placement Agent Warrants. On each closing date of a FinancingAs additional compensation for the services rendered by the Placement Agent, the Company shall issue to ▇▇▇▇▇▇▇▇▇ or its permitted assigns, for an aggregate consideration of $1.00, the Placement Agent on the Closing Date warrants (the “Placement Agent Warrants”) to purchase such a number of shares of the common stock of the Company (or units of Equity Securities if the Financing involved the sale of units of Equity Securities) equal to 8% of the aggregate number of shares of common stock issuable upon conversion of the Company convertible preferred stock issued and issuable by in the Offering on the Closing Date. In addition, in the event that any warrants to purchase preferred stock that are issued on the Closing Date are exercised on or before June 30, 2020, the Company under and in connection with shall issue to the Financings. The Placement Agent within two trading days of the exercise of those warrants to purchase preferred stock (the “Newly Issued Preferred Stock”) additional placement agent warrants (the “Additional Warrants”) to purchase an additional number of shares of common stock (or units of Equity Securities) issuable upon exercise of the Warrants shall include all shares of common stock issuable under the Securities, including, without limitation, shares issuable upon conversion or exercise of the Securities. The Warrants shall provide for cashless exercise (even if the purchasers of the Securities (the “Purchasers”) do not have such right). The exercise price per share of the Warrants shall be equal to the effective price per share (or unit) paid by the Purchasers for the Securities (or in the event of a convertible security, the conversion price or exercise price per share of common stock on the closing date). The Warrants shall be exercisable after the date of issuance and shall expire seven years after the date of issuance, unless otherwise extended by the Company. The Warrants shall not be callable or redeemable. The Warrants shall also include one demand registration right exercisable following the first anniversary of the closing, and piggyback registration rights. The Warrants shall be transferable within ▇▇▇▇▇▇▇▇▇, at ▇▇▇▇▇▇▇▇▇’▇ discretion. The foregoing Placement Agent Warrants shall be reduced to 48% of the aggregate number of shares of common stock that would be issuable upon conversion of the Newly Issued Preferred Stock at the initial conversion price set forth in the Series D Preferred Stock Certificate of Designations (i.e., $1.00), and without the application of any price protection provisions set forth in the Series D Preferred Stock Certificate of Designations. The Placement Agent Warrants and any Additional Warrants issued will be in a form reasonably acceptable to the Placement Agent. For purposes of clarity, the form of placement agent warrant previously utilized by the Company and the Placement Agent shall be deemed “reasonable” for these purposes, subject to certain reasonable adjustments (e.g., taking into account the provisions of this Section 2(b), the inability of the Company issued and issuable by to reserve a sufficient number of shares of common stock underlying the Company under and warrants until shareholder approval of an increase in connection with the Financings if such proceeds received by the Company originate through the efforts of Crestview Capital Partners, vFinance, Inc. or the Company’s authorized shares of common stock is obtained, etc.). The foregoing Placement Agent Warrants and any Additional Warrants issued will be exercisable six months following the date of their issuance at a price per share of Common Stock of $1.13; and will contain traditional anti-dilution protection (for stock dividends and splits and recapitalizations), a cashless exercise feature, and shall also be reduced to 4% have a term of five years from the date they become exercisable. The warrants shall not provide for any bridge loan money that may be advanced to the Company under this agreement“price protection” nor shall they contain registration rights.