Common use of Placement Agents Fees and Expenses Clause in Contracts

Placement Agents Fees and Expenses. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at the closing (the “Closing” and the date on which the Closing occurs, a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment”, i.e., on the Closing Date, the Company shall issue the Securities directly to the account designated by the Placement Agent and, upon receipt of such Securities, the Placement Agent shall electronically deliver such Securities to the applicable Purchaser and payment shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company. The Company acknowledges and agrees that it will be responsible for and shall pay: (i) a fee equal to five percent (5%) of the aggregate gross proceeds received by the Company at the Closing; (A) all costs and expenses incident to the purchase, sale and delivery of Securities in the Transaction, including, without limitation, all fees and expenses of filing with the Commission and FINRA, (B) all Blue Sky fees and expenses; all fees and disbursements of counsel and accountants for the Company, (C) all printing costs, (D) all costs of background investigations, (E) all “roadshow” costs (regardless of the form in which the roadshow is conducted), and (F) all costs of the Placement Agent and Company personnel, including, but not limited to, commercial coach class air travel and local hotel accommodations and transportation; and (iii) all actual, reasonable and documented out-of-pocket fees and expenses, including but not limited to, actual, reasonable and documented fees and disbursements of counsel (up to a maximum aggregate amount of up to $75,000 if the Placement is consummated and $40,000 if no Placement is consummated).

Placement Agents Fees and Expenses. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at the closing (the “Closing” and the date on which the Closing occurs, a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment”, i.e., on the Closing Date, the Company shall issue the Securities directly to the account designated by the Placement Agent and, upon receipt of such Securities, the Placement Agent shall electronically deliver such Securities to the applicable Purchaser and payment shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company. The Company acknowledges and agrees that it will be responsible for and shall pay: (i) i. a fee equal to five six percent (56%) of the aggregate gross proceeds received by the Company at the Closing; (A) all costs and expenses incident to the purchase, sale and delivery of Securities in the Transaction, including, without limitation, all fees and expenses of filing with the Commission and FINRA, (B) all Blue Sky fees and expenses; all fees and disbursements of counsel and accountants for the Company, (C) all printing costs, (D) all costs of background investigations, (E) all “roadshow” costs (regardless of the form in which the roadshow is conducted), and (F) all costs of the Placement Agent and Company personnel, including, but not limited to, commercial coach class air travel and local hotel accommodations and transportation; and (iii) . all actual, reasonable and documented out-of-pocket fees and expenses, including but not limited to, actual, reasonable and documented fees and disbursements of counsel (up to a maximum aggregate amount of up to $75,000 if the Placement is consummated and $40,000 if no Placement is consummated).