Agreement to Act on a Best Efforts Basis. 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 Selling Agent agrees to act on a best efforts basis only, in connection with the issuance and sale by the Company of the Shares to the Investors. Under no circumstances will the Selling Agent be obligated to underwrite or purchase any of the Shares for its own account or otherwise provide any financing. The Company will pay to the Selling Agent a fee equal to seven and one half percent (7.5%) (the “Fee”) of the gross offering proceeds received by the Company from the sale of the Shares, which shall be allocated by Tripoint to Dealers (as hereinafter defined) participating in the offering, in its sole discretion; provided, however, the Fee shall be reduced to 4% for any proceeds received from sales/orders placed through Banq® by investors the Company directly introduces to Tripoint through its marketing campaign or from existing security holders of the Company, as set forth on the cover page of the Final Offering Circular (as hereinafter defined). The Selling Agent shall have the right to enter into selected dealer agreements with other broker-dealers participating in the Offering (each dealer being referred to herein as a “Dealer” and said dealers being collectively referred to herein as the “Dealers”). The Fee shall be re-allowable, in whole or in part, to the Dealers. The Company will not be liable or responsible to any Dealer for direct payment of compensation to any Dealer, it being the sole and exclusive responsibility of the Selling Agent for payment of compensation to Dealers.
Agreement to Act on a Best Efforts Basis. 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 Underwriters agree to act on a best efforts, min/max basis only, in connection with the issuance and sale by the Company of the Shares to the Investors. Under no circumstances will the Underwriters be obligated to underwrite or purchase any of the Shares for their own accounts or otherwise provide any financing. The Company will pay to the Representative Underwriter a fee equal to six percent (6%) (the “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 Offering Circular (as hereinafter defined). The Fee will be distributed among the Underwriters per the terms of an agreement among the Underwriters entered into on substantially the same date as this Agreement. Further, the Company will pay to the Representative Underwriter five year warrants to purchase such number of shares of common stock representing five percent (5%) of the total number of shares sold in the Final Offering Circular, with an exercise price at a 15% premium to the price set forth in the Final Offering Circular. The Representative Underwriter shall have the right to enter into selected dealer agreements with other broker-dealers participating in the Offering (each dealer being referred to herein as a “Dealer” and said dealers being collectively referred to herein as the “Dealers”). The Fee shall be re-allowable, in whole or in part, to the Dealers. The Company will not be liable or responsible to any Dealer for direct payment of compensation to any Dealer, it being the sole and exclusive responsibility of the Representative Underwriter for payment of compensation to Dealers with whom the Representative Underwriter entered into an agreement.
Agreement to Act on a Best Efforts Basis. (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 Underwriters agree to act on a best efforts, min/max basis only, in connection with the issuance and sale by the Company of the Shares to the Investors. Under no circumstances will the Underwriters be obligated to underwrite or purchase any of the Shares for their respective accounts or otherwise provide any financing. The Company has agreed that upon the Initial Closing and at each Subsequent Closing (as defined below) of the Offering, the Company shall: (y) pay the Underwriters a success fee, payable in cash, equal to seven percent (7%) of the aggregate gross proceeds received by the Company from such Closing (the “Success Fee”); and (z) issue to the Underwriters warrants, substantially in the form of Exhibit A hereto, equal to seven percent (7%) of the number of shares of Common Stock sold and issued in the Offering (the “Underwriters Warrants”), at an exercise price per share equal to one hundred percent (100%) of the price per Share as shown on the cover page of the Final Offering Circular (as defined below). Such warrant shall expire on the fifth anniversary of the Qualification Date (as defined below).
Agreement to Act on a Best Efforts Basis. (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 Underwriters agree to act on a best efforts basis, in connection with the issuance and sale by the Company of the Shares to the Investors. Under no circumstances will the Underwriters be obligated to underwrite or purchase any of the Shares for their respective accounts or otherwise provide any financing. Upon entry into that Engagement Agreement the Company paid Boustead an advisory fee, in cash, of $25,000 (the "Advisory Fee"). In addition to and excluding the Advisory Fee, upon the Closing (as defined below) of the Offering, the Company shall (x) pay the Underwriters a success fee, payable in cash, equal to (i) eight percent (8%) of the aggregate gross proceeds received by the Company from such Closing, except that with respect to any equity capital raised from any of the parties listed on Schedule B hereto, the success fee shall be equal to four percent (4%) of the gross proceeds received by the Company (the "Success Fee") and (y) issue to Boustead a warrant, with a cashless exercise provision substantially in the form of Exhibit A hereto, equal to six percent (6%) of the gross proceeds (the "Boustead Warrant") received by the Company in the Offering, at an exercise price per share equal to one hundred fifty percent (150%) of the price per Share as shown on the cover page of the Final Offering Circular (as defined below). Such warrants shall expire on the third anniversary of the Qualification Date.
Agreement to Act on a Best Efforts Basis. 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 Underwriter agrees to act 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. Under no circumstances will the Underwriter be obligated to underwrite or purchase any of the Shares for their own account or otherwise provide any financing. The Company will pay to the Underwriter a fee equal to 5.5% (the “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 Offering Circular (as hereinafter defined).
Agreement to Act on a Best Efforts Basis. (a) On the basis of the representations, warranties, covenants and other agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Selling Agents agree to act on a “best efforts” basis only, in connection with the issuance and sale by the Company of the Shares to the Investors. The Selling Agents shall be the exclusive Selling Agents in connection with the offering and sale by the Company of the Shares pursuant to the Company’s Offering Statement, with the terms of the Offering to be subject to market conditions and negotiations between the Company and the Selling Agents. Under no circumstances will the Selling Agents be obligated to underwrite or purchase any of the Shares for its own account or otherwise provide any financing. The Company will pay to the Lead Selling Agent a fee (the “Fee”) as set forth below in Section 2(e).
Agreement to Act on a Best Efforts Basis. (a) On the basis of the representations, warranties and agreements of the Company and subject to all the terms and conditions of this Agreement, the Lead Agent agrees to act, on a best efforts/all or none basis for a minimum offering amount of $11,000,000 (“Minimum Offering Amount”) and thereafter on a ‘‘best efforts’’ basis up to a maximum offering amount of up to $50,000,000, in connection with the issuance and sale by the Company of the Shares to the Investors. Under no circumstances will the Lead Agent or any Dealer (as defined below) be obligated to underwrite or purchase any of the Shares for its own account or otherwise provide any financing.
Agreement to Act on a Best Efforts Basis. 1.1. The Company hereby engages and authorizes Network 1 to act as the Company’s exclusive Selling Agent on a “best efforts,” min/max basis only, to solicit offers for the purchase of the Securities to the Purchasers in connection with the proposed offering of the Securities (the “Offering”). Until the Final Closing Date (as defined in Section 5 hereof) or earlier upon termination of this Agreement pursuant to Section 11, the Company shall not, without the prior written consent of the Selling Agent, solicit or accept offers to purchase the Securities otherwise than through the Selling Agent. Under no circumstances will the Selling Agent be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Selling Agent shall have the right to enter into selected dealer agreements with other broker-dealers participating in the Offering (each dealer being referred to herein as a “Dealer” and said dealers being collectively referred to herein as the “Dealers”).
Agreement to Act on a Best Efforts Basis. 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 Underwriters agree to act on a best efforts basis only, in connection with the issuance and sale by the Company of the Shares to the Investors. Under no circumstances will the Underwriters be obligated to underwrite or purchase any of the Shares for their own account or otherwise provide any financing. The Company shall pay to the Underwriters a fee (the “Fee”) equal to 7% 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).
Agreement to Act on a Best Efforts Basis. (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 Selling Agents agree to act on a best efforts basis only, in connection with the issuance and sale by the Company of the Shares to the Investors. Under no circumstances will the Selling Agents be obligated to underwrite or purchase any of the Shares for their respective accounts or otherwise provide any financing. Upon the Closing (as defined below) of the Offering, the Company shall (i) pay the Selling Agents a success fee, payable in cash, equal to eight percent (8%) of the aggregate gross proceeds received by the Company from such Closing (the “Success Fee”) and (ii) issue to Alexander Capital a warrant, substantially in the form of Exhibit A hereto, equal to five percent (5%) of the number of shares (the “Representative Warrant”) of Common Stock sold and issued in the Offering, at an exercise price per share equal to one hundred twenty percent (120%) of the price per Share as shown on the cover page of the Final Offering Circular (as defined below). Such warrants shall expire on the fifth anniversary of the qualification date of the offering.
