The
material fee provisions of the Maxim Agreement are as follows:
SCHEDULE OF THE MATERIAL FEE PROVISIONS
| Term |
|
Description |
| Financing
Fee |
|
7%
cash fee on capital raised, plus warrants for 7% of shares underlying securities issued, exercisable at 125% of the offering price,
with a 5-year term |
| Transaction
Fee |
|
3%
of the total consideration in any merger, acquisition, joint venture, or similar transaction |
| Right
of First Refusal |
|
12
months post-termination: right to serve as sole book-running manager for any public offering or private placement |
| Fee
Tail |
|
9
months post-termination: financing/transaction fees payable on parties introduced by Maxim |
| Indemnification |
|
The
Company indemnifies Maxim and related parties against losses, except for gross negligence or willful misconduct |
| Termination |
|
Either
party may terminate upon 5 days’ written notice after the 6-month anniversary; Company may terminate for Cause |
|