Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-agents of the Placement Agents) in connection with the offering and sale by the Company of the Securities from the Company's registration statement on Form S-1 (File No. 333-163867) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective Investors. Each Placement Agent shall act on a best efforts basis and neither Placement Agent shall guarantee that it will be able to sell the Securities in the prospective Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents a cash fee equal to 7.0% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering (the “Closing”), which fee shall be paid 3.5% to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to the Placement Agents shall be reduced to 2%. Notwithstanding anything herein to the contrary, as to any legal fees and expenses incurred by Source in connection with the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenning.
Agreement to Act as Placement Agents. On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Placement Agents agree to act as the Company’s exclusive placement agents in connection with the issuance and sale, on a best efforts basis, by the Company of the Shares to the Investors. Upon the occurrence of the Closing (as hereinafter defined), the Company shall pay to the Placement Agents 6.0% of the proceeds received by the Company from the sale of the Shares as set forth on the cover page of the Prospectus (as hereinafter defined).
Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agents shall be the exclusive placement agents in connection with the offering and sale by the Company of the Securities pursuant to the Company’s registration statement on Form S-1 (File No. 333-274610) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective Purchasers. The Placement Agents will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agents or any of their “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agent and not as principal. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”). The Closing shall occur via “Delivery Versus Payment”/”Receipt Versus Payment”, i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agents and, upon receipt of such Shares, the Placement Agents shall electronically deliver such Shares to the applicable Purchaser and payment shall be made by the Placement Agents (or their clearing firm) by wire transfer to the Company, and delivery of the Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. As compensation for services rendered, the Company shall pay to the Placement Agents the fees and expenses set forth b...
Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agents shall be the exclusive placement agents in connection with the offering and sale by the Company of the Securities pursuant to the Company's registration statement on Form F-1 (File No. 333-[●]) (the “Registration Statement”) with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Representative and the prospective Investors. The Placement Agents will act on a reasonable best-efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agents or any of their respective “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for their own account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agents and not as principals. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. The Placement Agents may employ other FINRA member firms as selected dealers at their discretion. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”). As compensation for services rendered, on the Closing Date, the Company shall pay to the Representative a cash fee equal to six percent (6%) of the gross proceeds received by the Company from the sale of the Securities (the “Cash Fee”).
Agreement to Act as Placement Agents. (a) On the basis of the representations and warranties of the Company and subject to the terms and conditions set forth in this Agreement, the Company engages the Placement Agents, on a reasonable efforts basis, to act as its exclusive placement agents in connection with the offer and sale, by the Company, of Shares to the Investors. The Shares are being sold to Investors at a price of $14.50 per share. Each Placement Agent may retain other brokers or dealers to act as sub-agents on their respective behalf in connection with the offering and sale of the Shares. Until the earlier of the Closing Date (as defined in Section 2 hereof) or the termination of this Agreement, the Company shall not, without the prior consent of the Placement Agents, solicit or accept offers to purchase shares of Common Stock otherwise than through the Placement Agents.
Agreement to Act as Placement Agents. The Company hereby confirms its agreement with you as follows:
Agreement to Act as Placement Agents. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agents shall serve as the exclusive placement agents in connection with the issuance and sale by the Company of the Units from the Registration Statement (as defined in Section 2 below), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the Investors. The Placement Agents shall act on a best efforts basis and do not guarantee that they will be able to sell the Units in the Offering. As compensation for services rendered, on the Closing Date (as defined below), the Company shall pay to the Placement Agents an aggregate amount equal to 7% of the gross proceeds received by the Company from the sale of Units in the Offering, to be divided 10% to Westpark and 90% to Rxxx. The purchase price to the Investors for each combination of a Class A Common Share and Series I Warrant is US$0.22 and the purchase price to the Investors for each combination consisting of a Series J Prepaid Warrant and Series I Warrant is US$0.21 (the “Offering Price”). The Company shall also issue Rxxx a Warrant to purchase 5.0% of the Shares and Series J Warrants sold in the Offering as part of the Units (for the avoidance of doubt, excluding any Warrant Shares issuable upon exercise of the Series I Warrants (as defined below)). Rxxx may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering. The term of the Placement Agents’ exclusive engagement will be 15 days from the date hereof (the “Exclusive Term”). The Placement Agents will be entitled to collect all fees earned through termination.
Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company engages the Placement Agents, on a commercially reasonable efforts basis, to act as its exclusive placement agents and the Representative, as the representative of the Placement Agents in connection with the offer and sale, by the Company, of the Securities to the Purchasers. The Placement Agents may retain other brokers or dealers to act as sub-agents on their respective behalf in connection with the offering and sale of the Securities. Until the earlier of the Closing Date (as defined in Section 4 hereof) or the termination of this Agreement, the Company shall not, without the prior consent of the Representative on behalf of the Placement Agents, solicit or accept offers to purchase the Securities otherwise than through the Placement Agents.
Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained and subject to all of the terms and conditions of this Agreement, the Company engages the Placement Agents to act as its exclusive placement agents in connection with the issuance and sale of the Shares and each Placement Agent, severally and not jointly, hereby agrees, as an agent of the Company, to use its commercially reasonable efforts to solicit offers to purchase the Shares upon the terms and conditions set forth in the Prospectus (as defined below). Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date (as defined below), the Company shall not, without the prior consent of the Lead Placement Agent, solicit or accept offers to purchase Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding as of the date hereof) otherwise than through the Placement Agents in accordance herewith.
Agreement to Act as Placement Agents. On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Placement Agents agree to act as the Company’s exclusive Placement Agents in connection with the issuance and sale, on a minimum-maximum best efforts basis, by the Company of the Units to the Investors. The Placement Agents agree to use their commercially reasonable best efforts to identify prospective Investors and assist the Company in selling the Units in accordance with applicable federal and state laws. The Company shall pay to the Placement Agents an aggregate of eight percent (8%) of the proceeds received by the Company from the sale of the Units. The Placement Agents have agreed that their selling commissions would be allocated sixty percent (60%) to GHS and forty percent (40%) to Gilford, after the deduction by GHS of the amount of any unreimbursed sales and marketing expenses.
