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 private offering and sale by the Company of the Securities, 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. 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 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. 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, the Company shall pay to the Placement Agents the fees and expenses set forth below:
Agreement to Act as Placement Agents. The Company hereby confirms its agreement with you as follows:
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. 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.
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 a. On the basis of the respective representations, warranties and agreements of the Company and the Selling Shareholder 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 an all or none basis, by the Company and the Selling Shareholder of the Shares and the Selling Shareholder Shares to the Investors. Each of the Company and the Selling Shareholder shall pay to the Placement Agents 7.0% of the respective gross proceeds (the "Placement Fee") received by the Company and the Selling Shareholder from the sale of the Shares and the Selling Shareholder Shares, as applicable, as set forth on the cover page of the Prospectus (as hereinafter defined).
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, on a best efforts, all-or-none basis only, in connection with the issuance and sale by the Company of the Shares to the Investors. The Company shall pay to the Placement Agents a fee equal to 7.0% (the “Placement Fee”) of the gross offering proceeds received by the Company from the sale of the Shares as set forth on the cover page of the Final Prospectus (as hereinafter defined).
