Expense Allowance Contract Clauses (85)

Expense Allowance. Out of the proceeds of each Closing, the Company also agrees to pay Wainwright (a) a management fee equal to 1.0% of the gross proceeds raised in each Offering; (b) $35,000 for non-accountable expenses (to be increased to $50,000 in case of a public Offering); (c) up to $50,000 for fees and expenses of legal counsel and other out-of-pocket expenses (to be increased to $100,000 in case of a public Offering); plus the additional amount payable by the Company pursuant to Paragraph D.3 hereunder and..., if applicable, the costs associated with the use of a third-party electronic road show service (such as NetRoadshow); provided, however, that such amount in no way limits or impairs the indemnification and contribution provisions of this Agreement. View More

Expense Allowance. Out of the proceeds of each Closing, the Company also agrees to pay Wainwright (a) a management fee equal to 1.0% of the gross proceeds raised in each Offering; (b) $25,000 for non-accountable expenses (to be increased to $50,000 in case of a public Offering); (c) up to $50,000 for fees and expenses of legal counsel and other out-of-pocket expenses (to be increased to $90,000 in case of a public Offering); plus the additional amount payable by the Company pursuant to Paragraph D.3 hereunder and,... if applicable, the costs associated with the use of a third-party electronic road show service (such as NetRoadshow); provided, however, that such amount in no way limits or impairs the indemnification and contribution provisions of this Agreement. 430 Park Avenue | New York, New York 10022 1212.356.0500 | www.hcwco.com Member: FINRA/SIPC 3. Tail. Wainwright shall be entitled to compensation under clause (1) hereunder, calculated in the manner set forth therein, with respect to any public or private offering or other financing or capital-raising transaction of any kind, ("Tail Financing") to the extent that such financing or capital is provided to the Company by investors whom Wainwright first introduced to the Company during the Term or investors who participated in an Offering, if such Tail Financing is consummated at any time within the six-month period following the expiration or termination of this Agreement. View More

Expense Allowance. Out of the proceeds of each Closing, the Company also agrees to pay Rodman a non-accountable expense allowance of $75,000 (provided, however, that such reimbursement amount in no way limits or impairs the indemnification and contribution provisions of this Agreement). 430 Park Avenue | New York, New York 10022 | 212.356.0500 Security services provided by H.C. Wainwright & Co., LLC | Member: FINRA/SIPC B. Term and Termination of Engagement; Exclusivity. The term of Rodman's exclusive engagement w...ill begin on the date hereof and end 14 days after the date hereof (the "Term"). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement. During Rodman's engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with Rodman, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a Offering. Furthermore, the Company agrees that during Rodman's engagement hereunder, all inquiries, whether direct or indirect, from prospective investors will be referred to Rodman and will be deemed to have been contacted by Rodman in connection with an Offering. C. Information; Reliance. The Company shall furnish, or cause to be furnished, to Rodman all information requested by Rodman for the purpose of rendering services hereunder (all such information being the "Information"). In addition, the Company agrees to make available to Rodman upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Rodman (a) will use and rely on the Information, including any documents provided to investors in each Offering (the "Offering Documents" which shall include any Purchase Agreements (as defined below)), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Rodman or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Rodman thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Rodman, the Company shall deliver such legal letters, comfort letters and officer's certificates, all in form and substance satisfactory to Rodman and its counsel as is customary for such Offering. Rodman shall be a third party beneficiary of any representations, warranties, covenants and closing conditions made by the Company in any Offering Documents, including representations, warranties, covenants and closing conditions made to any investor in an Offering. D. Related Agreements. At each Offering, the Company shall enter into the following additional agreements: 1. Underwritten Offering. If an Offering is an underwritten Offering, the Company and Rodman shall enter into a customary underwriting agreement in form and substance satisfactory to Rodman and its counsel. View More

Expense Allowance. Out of the proceeds of each Closing, the Company also agrees to pay Rodman (a) up to $10,000 for out of pocket expenses incurred by Rodman in connection with marketing the transaction (i.e., road show expenses, background checks, tombstones, etc.) and (b) $50,000 for legal fees and expenses of Rodman (provided, however, that such reimbursement amount in no way limits or impairs the indemnification and contribution provisions of this Agreement).