Services and Fees Clause Example from Business Contracts

Services and Fees. (a) The Advisor will, from time to time, upon the Company's request and in consultation with the Company: (i) Assist the Company by holding meetings with Company stockholders to discuss each potential Business Combination and the attributes of potential Targets, making calls directly to Company stockholders, preparing presentations for each potential Business Combination, providing regular market feedback, including written status reports from such meetings and calls, and participating in direct... interaction with stockholders, in all cases to the extent legally permissible; (ii) Introduce the Company to potential investors that are interested in purchasing the Company's securities in connection with each potential Business Combination; (iii) Assist the Company in obtaining stockholder approval for each potential Business Combination; and (iv) Assist the Company with the preparation of any press releases and public filings related to each potential Business Combination or Target (the activities described in the foregoing clauses (i)-(iv), the "Services"). (b) As compensation for the Services, the Company will pay the Advisor a cash fee equal to 4.0% of the gross proceeds of the base offering as well as any amounts raised pursuant to the over-allotment (the "Fee"). The Fee shall be due and payable at the closing of the Business Combination ("Closing"). If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable. (c) The Fee shall be exclusive of any finder's fees which may become payable to the Advisor pursuant to any other agreement between Seaport Global and the Company or the Target. (d) Notwithstanding anything to the contrary contained herein, no portion of the Fee will be paid prior to the date that is 60 days from the effective date of the Registration Statement, unless FINRA determines that such payment would not be deemed underwriters' compensation in connection with this offering pursuant to FINRA Rule 5110.01(b)(2). 1 2. Expenses. At the Closing, the Company shall reimburse the Advisor for all reasonable and documented costs and expenses incurred by the Advisor (including reasonable fees and disbursements of counsel) in connection with the performance of the Services; provided, however, any costs and/or expenses in excess of $5,000 in the aggregate shall be subject to the Company's prior written approval, which approval will not be unreasonably withheld. The expenses and costs will be charged at cost without markup. View More