COMPENSATION AND OTHER FEES As compensation for the services provided by B▇▇▇▇▇▇ hereunder, the Company agrees to pay to B▇▇▇▇▇▇: (A) The fees set forth below with respect to the Placement: 1. A cash fee payable immediately upon the closing of the Placement and equal to 7% of the aggregate gross proceeds raised in the Placement. B▇▇▇▇▇▇ may allocate up to 35% of the cash fee to co-placement agents or advisors. 2. Such number of warrants (the “B▇▇▇▇▇▇ Warrants”) to B▇▇▇▇▇▇ or its designees at the Closing to purchase shares of Common Stock equal to 7% of the aggregate number of Shares sold in the Placement, The B▇▇▇▇▇▇ Warrants shall have the same terms as the longer-dated warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share and the expiration date shall be five years from the effective date of the registration statement referred to in Section 2(A) below. The B▇▇▇▇▇▇ Warrants shall not have antidilution protections and shall not be transferable for six months from the date of the Placement, except as permitted by FINRA Rule 5110, and further, the number of Shares underlying the B▇▇▇▇▇▇ Warrants shall be reduced if necessary to comply with FINRA rules or regulations. The issuance of the shares underlying the B▇▇▇▇▇▇ Warrants will be registered on the Registration Statement. (B) The Company also agrees to pay to B▇▇▇▇▇▇ a non-accountable expense allowance equal to 1% of the aggregate gross proceeds raised in the Placement (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such non-accountable expense allowance shall be payable immediately upon (but only in the event of) the closing of the Placement. The Company shall advance B▇▇▇▇▇▇ the sum of $30,000 as an advance against B▇▇▇▇▇▇’▇ actual outside legal expenses upon execution hereof, provided however, pursuant to Rule 5110(f)(2)(C), B▇▇▇▇▇▇ shall reimburse the Company for any amount of the advance not actually incurred as an expense.
Stamp and other duties The Borrowers shall pay all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by any of the Creditors) imposed on or in connection with any of the Underlying Documents, the Security Documents or the Loan and shall indemnify the Creditors or any of them against any liability arising by reason of any delay or omission by the Borrowers to pay such duties or taxes.
Vacation and Other Leave During the Period of Employment, the Executive shall accrue and be entitled to take paid vacation in accordance with the Company’s vacation policies in effect from time to time, including the Company’s policies regarding vacation accruals; provided that the Executive’s rate of vacation accrual during the Period of Employment shall be no less than three (3) weeks per year. The Executive shall also be entitled to all other holiday and leave pay generally available to other executives of the Company.
Litigation and Other Notices Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Company obtains actual knowledge thereof: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against any Loan Party or any Subsidiary as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (c) any other development specific to any Loan Party or any Subsidiary that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) the development of any ERISA Event that, together with all other ERISA Events that have developed or occurred, would reasonably be expected to have a Material Adverse Effect; and (e) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification.
Termination and Other Remedies a. If Registered User breaches the provisions in this Agreement or otherwise uses data or information improperly as deemed by Clerk, the Clerk has the right to terminate this Agreement immediately and pursue any other remedy available at law or in equity. b. This Agreement will be terminated immediately if funding is withdrawn for any reason. Registered User acknowledges that the Clerk has no control over appropriations that may be provided by any governmental entity for the continuation of the services under this Agreement.