Warrant Coverage. The Company shall issue to Wainwright or its designees
at each Closing, warrants (the "Wainwright Warrants") to purchase that number of shares of common stock of the Company equal to
6.0% 5.0% of the aggregate number of shares of common stock
placed (or common stock equivalent, if applicable) purchased in each Offering (and if an Offering includes a "greenshoe"
or "additional investment" option component, such number of shares of common stock underlying such additional option component, with the
... Wainwright Warrants issuable upon the closing of the exercise of such option). If the Securities included in an Offering are 430 Park Avenue | New York, New York 10022 | 212.356.0500 | www.hcwco.com Member: FINRA/SIPC convertible, the number of shares of common stock underlying the Wainwright Warrants shall be determined by dividing the gross proceeds raised in such Offering from the sale of shares of common stock (or common stock equivalent, if applicable) divided by the Offering Price (as defined hereunder). The Wainwright Warrants shall have the same terms as the warrants warrants, if any, issued to investors in the applicable Offering, except that such Wainwright Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the "Offering Price"). If no warrants are issued to investors in an Offering, the Wainwright Warrants shall be in a customary form (including, without limitation, with respect to anti-dilution rights) reasonably acceptable to Wainwright, have a term of five (5) years and an exercise price equal to 125% of the Offering Price. 430 Park Avenue | New York, New York 10022 | 212.356.0500 | www.hcwco.com Member: FINRA/SIPC 3. Expense Allowance. The Company also agrees to pay Wainwright, (a) out of the proceeds of each Closing, a management fee equal to 1.0% of the gross proceeds raised in such Offering, and (b) out of the proceeds of the first Closing, (i) the additional reimbursable amount payable by the Company pursuant to Paragraph D.3 hereunder, (ii) $25,000 for non-accountable expenses and (iii) up to $100,000 for reasonable and documented fees and expenses of legal counsel and other reasonable and documented out-of-pocket expenses; provided, that such reimbursement amount in no way limits or impairs the indemnification and contribution provisions of this Agreement.
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Warrant Coverage. The Company shall issue to Wainwright or its designees at each Closing, warrants (the "Wainwright Warrants") to purchase that number of shares of common stock of the Company equal to
6.0% 5.0% of the aggregate number of shares of common stock placed in each Offering (and if an Offering includes a "greenshoe" or "additional investment" option component, such number of shares of common stock underlying such additional option component, with the Wainwright Warrants issuable upon the exercise of suc
...h option). If the Securities included in an Offering are 430 Park Avenue | New York, New York 10022 | 212.356.0500 | www.hcwco.com Member: FINRA/SIPC convertible, the Wainwright Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Wainwright Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Wainwright Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the "Offering Price"). If no warrants are issued to investors in an Offering, the Wainwright Warrants shall be in a customary form reasonably acceptable to Wainwright, have Wainwright and the Company, be exercisable from the 6-month anniversary of the issuance date for a term of five (5) three and one-half (3.5) years and at an exercise price equal to 125% of the Offering Price. Price, shall not have any price-based anti-dilution protection, and neither the Wainwright Warrants or the shares underlying them shall be subject to registration except in the sole discretion of the Company.
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Warrant Coverage. The Company shall issue to Wainwright or its designees at
each the Closing, warrants (the "Wainwright Warrants") to purchase that number of shares of common stock of the Company equal to
6.0% 7.0% of the aggregate number of shares of common stock
(or common stock equivalent, if applicable) placed in
each the Offering (and if
an the Offering includes a "greenshoe" or "additional investment"
option component, such number of shares of common stock underlying such
additional option "greenshoe" or "a...dditional investment" component, with the Wainwright Warrants issuable upon the exercise of such option). component). If the Securities included in an the Offering are 430 Park Avenue | New York, New York 10022 | 212.356.0500 | www.hcwco.com Member: FINRA/SIPC convertible, the Wainwright Warrants shall be determined by dividing the gross proceeds raised in such the Offering divided by the Offering Price (as defined hereunder). The Wainwright Warrants shall be in a customary form reasonably acceptable to Wainwright, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the Offering and if such offering price is not available, the market price of the common stock on the date the Offering is commenced (such price, the "Offering Price"). If warrants are issued to investors in an Offering, the Wainwright Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Wainwright Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the "Offering Price"). If no warrants are issued to investors in an Offering, the Wainwright Warrants shall be in a customary form reasonably acceptable to Wainwright, have a term of five (5) years and an exercise price equal to 125% of the Offering Price.
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