Common use of Agreement to Act on a Best Efforts Basis Clause in Contracts

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 eight (8.0%) (the “Fee”) of the gross offering proceeds received by the Company from the sale of the Shares, which may be allocated by Craft to Dealers (as hereinafter defined) participating in the offering, in its sole discretion. 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 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 eight seven and one half percent (8.07.5%) (the “Fee”) of the gross offering proceeds received by the Company from the sale of the Shares, which may shall be allocated by Craft 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 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 eight seven percent (8.07.00%) (the “Fee”) of the gross offering Offering proceeds received by the Company from the sale of the Shares, which may shall be allocated by Craft the Selling Agent to Dealers (as hereinafter defined) participating in the offeringOffering, in its sole discretion; 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 Selling Agent agrees 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 Agent Agents be obligated to underwrite or purchase any of the Shares for its their own account or otherwise provide any financing. The Company will pay to the Selling Agent Agents a fee equal to eight seven and a half percent (8.07.5%) (the “Fee”) of the gross offering proceeds received by the Company from the sale of the Shares, which may shall be allocated by Craft the Managing Agent to Dealers (as hereinafter defined) participating in the offering, in its sole discretion; provided, however, the Fee shall be reduced to four percent (4.0%) for any proceeds received from sales/orders placed through Banq® by investors the Company directly introduces to the Selling Agents 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 Agents 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 Agents 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 Selling Agent agrees Agents agree to act on a best efforts basis only, in connection with the issuance and sale by the Company of the Shares Offered Securities to the Investors. Under no circumstances will the Selling Agent Agents be obligated to underwrite or purchase any of the Shares Offered Securities for its their own account or otherwise provide any financing. The Company will pay to the Selling Agent Agents a fee equal to seven point twenty eight percent (8.07.28%) (the “Fee”) of the gross offering Offering proceeds received by the Company from the sale of the SharesOffered Securities, which may shall be allocated by Craft the Selling Agents to Dealers (as hereinafter defined) participating in the offeringOffering, in its their sole discretion; as set forth on the cover page of the Final Offering Circular (as hereinafter defined). The Selling Agent Agents 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 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 eight seven percent (8.07.00%) (the “Fee”) of the gross offering proceeds received by the Company from the sale of the Shares, which may shall be allocated by Craft the Selling Agent to Dealers (as hereinafter defined) participating in the offering, in its sole discretion. 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 Selling Agent agrees 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 Agent Agents be obligated to underwrite or purchase any of the Shares for its their own account accounts or otherwise provide any financing. The Selling Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. The Company will pay to the Selling Agent Agents a fee equal to eight seven and one quarter percent (8.07.25%) (the “Fee”) of the gross offering proceeds received by the Company from the sale of the Shares, which may shall be allocated by Craft the Lead Selling Agent to Dealers (as hereinafter defined) participating in the offering, in its sole discretion; provided, however, that the Fee shall be reduced to two percent (2%) for any proceeds received from sales/orders placed through Banq® by investors the Company directly introduces to Tripoint or from existing security holders of the Company, in either case as designated by the Company and who purchase in excess of $500,000 worth of Shares, as set forth on the cover page of the Final Offering Circular (as hereinafter defined). The Selling Agent Agents 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 Agents 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 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 eight seven and a half percent (8.07.5%) (the “Fee”) of the gross offering proceeds received by the Company from the sale of the Shares, which may shall be allocated by Craft Tripoint to Dealers (as hereinafter defined) participating in the offering, in its sole discretion; provided, however, the Fee shall be reduced to four percent (4.0%) 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 Selling Agent agrees Agents agree to act on a best efforts basis only, in connection with the issuance and sale by the Company of the Shares Offered Securities to the Investors. Under no circumstances will the Selling Agent Agents be obligated to underwrite or purchase any of the Shares Offered Securities for its their own account or otherwise provide any financing. The Company will pay to the Selling Agent Agents a fee equal to seven and two eight percent (8.07.28%) (the “Fee”) of the gross offering Offering proceeds received by the Company from the sale of the SharesOffered Securities, which may shall be allocated by Craft the Selling Agents to Dealers (as hereinafter defined) participating in the offeringOffering, in its their sole discretion; as set forth on the cover page of the Final Offering Circular (as hereinafter defined). The Selling Agent Agents 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 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 eight seven and forty two hundredths percent (8.07.42%) (the “Fee”) of the gross offering proceeds received by the Company from the sale of the Shares, which may shall be allocated by Craft 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 Selling Agent agrees Agents agree to act on a best efforts basis only, in connection with the issuance and sale by the Company of the Shares Offered Securities to the Investors. Under no circumstances will the Selling Agent Agents be obligated to underwrite or purchase any of the Shares Offered Securities for its their own account or otherwise provide any financing. The Company will pay to the Selling Agent Agents a fee equal to seven and twenty eight percent (8.07.28%) (the “Fee”) of the gross offering Offering proceeds received by the Company from the sale of the SharesOffered Securities, which may shall be allocated by Craft the Selling Agents to Dealers (as hereinafter defined) participating in the offeringOffering, in its their sole discretion; as set forth on the cover page of the Final Offering Circular (as hereinafter defined). The Selling Agent Agents 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 Selling Agent Underwriter agrees to act on a best efforts efforts, minimum/maximum basis only, in connection with the issuance and sale by the Company of the Shares Offered Securities to the Investors. Under no circumstances will the Selling Agent Underwriter be obligated to underwrite or purchase any of the Shares Offered Securities for its own account or otherwise provide any financing. The Company will pay to the Selling Agent Underwriter a fee equal to eight seven percent (8.07%) (the “Fee”) of the gross offering proceeds received by the Company from the sale of the Shares, which may be allocated by Craft to Dealers Offered Securities as set forth on the cover page of the Final Offering Circular (as hereinafter defined) participating in (the offering, in its sole discretion“Fee”). The Selling Agent Underwriter shall have the right to enter into selected dealer agreements with other broker-dealers participating in the Offering 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 Underwriter 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 Selling Agent agrees Agents agree to act on a best efforts basis only, in connection with the issuance and sale by the Company of the Shares Offered Securities to the Investors. Under no circumstances will the Selling Agent Agents be obligated to underwrite or purchase any of the Shares Offered Securities for its their own account or otherwise provide any financing. The Company will pay to the Selling Agent Agents a fee equal to eight seven and one half percent (8.07.5%) (the “Fee”) of the gross offering Offering proceeds received by the Company from the sale of the SharesOffered Securities, which may shall be allocated by Craft the Selling Agents to Dealers (as hereinafter defined) participating in the offeringOffering, in its their sole discretion; as set forth on the cover page of the Final Offering Circular (as hereinafter defined). The Selling Agent Agents 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.