Common use of Appointment of Placement Agent Clause in Contracts

Appointment of Placement Agent. (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 Company hereby appoints the Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase IPO Shares has been solicited by the Placement Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●], 2017

Appointment of Placement Agent. (a) On the basis of the representations, warranties warranties, covenants and agreements of the Company herein contained contained, and subject to all the terms and conditions of this Agreement, the Company hereby appoints the Placement Agent as the Company’s its exclusive placement agent for the IPO Shares Placement Agent in connection with a distribution of its Securities to be offered and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File S-1 (File No. 333-204811219625), and the Placement Agent agrees to act as the Company’s exclusive placement agentPlacement Agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares Securities of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its their reasonable “best efforts” to solicit offers to purchase the IPO Shares Securities from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase IPO Shares Securities has been solicited by the Placement Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO SharesSecurities, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●]The Placement Agent will solicit offers for the purchase of the Securities in the Offering at such times and in such amounts as the Placement Agent deems advisable. The Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, 2017in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agent on their behalf in connection with the Offering and may pay any sub-agent a solicitation fee with respect to any Securities placed by it.

Appointment of Placement Agent. (a) On the basis of the representations, warranties warranties, covenants and agreements of the Company herein contained contained, and subject to all the terms and conditions of this Agreement, the Company hereby appoints the Placement Agent as the Company’s its exclusive placement agent for the IPO Shares Placement Agent in connection with a distribution of its Securities to be offered and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File S-1 (File No. 333-204811230943), and the Placement Agent agrees to act as the Company’s exclusive placement agentPlacement Agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares Securities of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its their reasonable “best efforts” to solicit offers to purchase the IPO Shares Securities from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase IPO Shares Securities has been solicited by the Placement Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO SharesSecurities, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●]The Placement Agent will solicit offers for the purchase of the Securities in the Offering at such times and in such amounts as the Placement Agent deems advisable. The Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, 2017in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agent on their behalf in connection with the Offering and may pay any sub-agent a solicitation fee with respect to any Securities placed by it.

Appointment of Placement Agent. (a) On the basis of the representations, written and documented representations and warranties and agreements of the Company herein contained provided herein, and subject to all the terms and conditions of this Agreementset forth herein, the Company hereby appoints the Placement Agent is hereby appointed as a Placement Agent of the Company during the Offering Period (as defined in Section 1(b) below) to assist the Company in finding qualified subscribers for the Offering. The Placement Agent may offer the securities through other broker-dealers who are FINRA members (collectively, the “Sub Agents”), and the Placement Agent may reallow all or a portion of the Broker Compensation (as defined in Section 3(b) below) it receives to such other Sub Agents or pay a finders or consultant fee as allowed by applicable law; provided, however, that the engagement of any such Sub Agent will be subject to the written consent of the Company’s exclusive placement agent , which shall not be unreasonably withheld, conditioned or delayed. On the basis of such representations and warranties and subject to such terms and conditions, the Placement Agent hereby accepts such appointment and agrees to perform the services hereunder diligently, in good faith, in a professional and businesslike manner and in compliance with applicable law and to use its reasonable best efforts to assist the Company in finding subscribers for the IPO Shares to be offered and sold securities who qualify as “Accredited Investors,” as such term is defined in Rule 501(a) of Regulation D (“Regulation D”) as promulgated by the Company pursuant to a registration statement filed United States Securities and Exchange Commission (the “SEC”) under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No). 333-204811)The Placement Agent has no obligation to purchase any of the securities or sell any securities. Unless sooner terminated in accordance with this Agreement, and the engagement of the Placement Agent agrees to act as hereunder shall continue until the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part later of the IPO Shares of Termination Date or the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus Final Closing (as defined below). The Placement Agent shall use its reasonable efforts Offering is for the private placement of up to assist Fourteen Million Dollars ($14,000,000) (the Company in obtaining performance by each Purchaser whose offer to purchase IPO Shares has been solicited by “Offering Amount”) from the Placement Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity sale of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases (i) an aggregate of the IPO Shares, the Placement Agent shall act solely as an agent 9,335,553 shares of the Company. The Services provided pursuant to this Agreement shall be on an ’s common stock (the “agency” basis and not on Common Stock”), par value $0.0001 per share (each a “principalShare”), (ii) Series E warrants to purchase up to an aggregate of 9,335,553 shares of Common Stock, with a term of one (1) year from the effectiveness of the registration statement and an exercise price equal to $2.1275 (the “Series E Warrants”), and (iii) Series F warrants to purchase up to an aggregate of 9,335,553 shares of Common Stock, with a term of five (5) years from the date of issuance and an exercise price of $1.725 (the “Series F Warrants” basisand collectively with the Shares and the Series E Warrants, the “Securities”). Aegis Capital Corp. May [●]Each Share, 2017Series E Warrant and Series F Warrant will be sold together for an aggregate purchase price of $1.50.

Appointment of Placement Agent. (a) On the basis of the representations, warranties and agreements You are hereby appointed exclusive Placement Agent of the Company during the offering period herein contained and subject to all specified (the terms and conditions "Offering Period") for the purposes of this Agreement, assisting the Company hereby appoints the Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered and sold by the Company pursuant to on a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers "best efforts" basis in finding qualified Subscribers for the purchase of or attempt Securities and to place all or part of the IPO Shares of identify potential sources to engage in Other Financing transactions with the Company in connection with the proposed Offering. Until The Offering Period shall commence on the final closing date of delivery and acceptance by the Placement Agent of the Memorandum ("Commencement Date") and shall continue until the earlier to occur of (i) the sale of the Minimum Amount; or earlier upon termination of this Agreement pursuant (ii) 70 days from the Commencement Date (as the same may be extended by the Placement Agent for an additional 60 days or another period to Section 5 hereof, the Company shall not, without the prior written be determined by mutual consent of the Placement Agent, solicit or accept offers Agent and the Company). If the Minimum Amount is not sold prior to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent end of the Company Offering Period, the Offering will be terminated and use its reasonable “best efforts” to solicit offers to purchase all funds received from Subscribers and held in a special non-interest bearing account (the IPO Shares from "Account") at Republic National Bank, New York, New York (the Company on the terms"Bank") will be returned, without deduction or accrued interest thereon. You hereby accept such agency and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts agree to assist the Company in obtaining performance finding qualified Subscribers for the purchase of Securities and to identify potential sources to engage in Other Financing transactions with the Company in connection with the Offering. Your agency hereunder is not terminable by each Purchaser whose offer to purchase IPO Shares has been solicited by the Company except upon termination of the Offering or as otherwise set forth herein. As part of the Placement Agent, but 's exclusive representation of the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability Company with respect to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO SharesOffering, the Placement Agent shall act solely as an agent assist the Company in identifying potential investors and sources of Other Financing and shall on behalf of the Company, contact such potential investors and other potential investors as the Company may designate. In addition, the Placement Agent shall assist the Company in structuring, negotiating and effecting the Offering. The Services provided pursuant Company agrees that, during the course of the engagement hereunder, neither it, nor any of its management, nor any of its affiliates, shall initiate any discussions with third parties with respect to this Agreement shall be on the Offering and to the extent any of such persons receives an “agency” basis inquiry from any third parties concerning the Offering or any other financing related to the Company, they will promptly identify to the Placement Agent the name of such person and not on a “principal” basis. Aegis Capital Corp. May [●], 2017the date of such initial contact.

Appointment of Placement Agent. (a) On the basis of the representations, warranties and agreements You are hereby appointed exclusive Placement Agent of the Company during the offering period herein contained and subject to all specified (the terms and conditions "Offering Period") for the purposes of this Agreement, assisting the Company hereby appoints the Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered and sold by the Company pursuant to on a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers "best efforts" basis in finding qualified Subscribers for the purchase of or attempt Securities and to place all or part of the IPO Shares of identify potential sources to engage in Other Financing transactions with the Company in connection with the proposed Offering. Until The Offering Period shall commence on the final closing or earlier upon termination date of this Agreement pursuant to Section 5 hereofdelivery and acceptance by the Placement Agent of the Memorandum generated and reviewed by Company counsel and Placement Agent's counsel, respectively, the Company Company's Form 10 as filed with the Securities and Exchange Commission (the "Commission"), including the financial statements contained therein, and the due diligence list attached hereto as Exhibit D ("Commencement Date"). The Minimum Amount must be sold within 45 days after the Commencement Date. If the Minimum Amount is sold during such time period, then the Offering shall notcontinue until the earlier to occur of: (i) the sale of the Maximum Amount; or (ii) 12 months from the completion of the sale of the Minimum Amount. If the Minimum Amount is not sold during the time period set forth herein, the Offering will be terminated and all funds received from Subscribers and held in a special non-interest bearing escrow account (the "Account") at Republic National Bank, New York, New York (the "Bank") will be returned, without the prior written consent of the Placement Agent, solicit deduction or accept offers to purchase the Securities other than through the Placement Agentaccrued interest thereon. The Company acknowledges It is anticipated that the Placement Agent will act as and agent sell $7.5 million of Securities within 90 days after the Company and use its reasonable “best efforts” to solicit offers to purchase Commencement Date, $11 million of Securities within 150 days after the IPO Shares from the Company on the termsCommencement Date, and $14.5 million of Securities within 210 days after the Commencement Date, provided, however, in the event that $7.5 million of Securities are not sold within 150 days after the Commencement Date, this Agreement shall be subject to renegotiation by the conditions, set forth in the Prospectus (as defined below)parties hereto. The Placement Agent shall use its reasonable efforts You hereby accept such agency and agree to assist the Company in obtaining performance finding qualified Subscribers for the purchase of the Securities in connection with the Offering and to identify potential sources to engage in Other Financing transactions with the Company in connection with the Offering. Unless specified otherwise herein writing, your agency hereunder is not terminable by each Purchaser whose offer to purchase IPO Shares has been solicited by the Company except upon termination of the Offering. As part of the Placement Agent, but 's exclusive representation of the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability Company with respect to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO SharesOffering, the Placement Agent shall act solely as an agent assist the Company in identifying potential investors and sources of Other Financing and shall on behalf of the Company, contact such potential investors and other potential investors as the Company may designate. In addition, the Placement Agent shall assist the Company in structuring, negotiating and effecting the Offering. The Services provided Company agrees that, during the course of the engagement hereunder, in the event that it, or any of its management or affiliates, shall initiate any negotiations with third parties with respect to the Offering and to the extent any of such persons receives an inquiry or offer from any third parties concerning the Offering or any other financing related to the Company, they will reasonably promptly inform the Placement Agent as to the name of such person and the date of such initial contact. Sands Brothers has been appointed pursuant to this the Letter Agreement to negotiate the best terms available for each Potential Investment and Potential Joint Venture (as each term is defined therein) but in the event that such a proposal is reasonably considered to be of strategic importance, the Company shall retain the sole right to determine whether any such Potential Investment or Potential Joint Venture is to be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●], 2017consummated.

Appointment of Placement Agent. (a) On the basis of the representations, warranties and agreements You are hereby appointed exclusive Placement Agent of the Company during the offering period herein contained and subject to all specified (the terms and conditions "Offering Period") for the purposes of this Agreement, assisting the Company hereby appoints the Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered and sold by the Company pursuant to on a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers "best efforts" basis in finding qualified Subscribers for the purchase of or attempt Securities and to place all or part of the IPO Shares of identify potential sources to engage in Other Financing transactions with the Company in connection with the proposed Offering. Until The Offering Period shall commence on the final closing date of delivery and acceptance by the Placement Agent of the Memorandum ("Commencement Date") and shall continue until the earlier to occur of (i) the sale of the Maximum Amount; or earlier upon termination of this Agreement pursuant (ii) 90 days from the Commencement Date (as the same may be extended by the Placement Agent for an additional 60 days or another period to Section 5 hereof, the Company shall not, without the prior written be determined by mutual consent of the Placement Agent, solicit or accept offers Agent and the Company). If the Minimum Amount is not sold prior to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent end of the Company Offering Period, the Offering will be terminated and use its reasonable “best efforts” to solicit offers to purchase all finds received from Subscribers and held in a special non-interest bearing account (the IPO Shares from "Account") at Republic National Bank, New York, New York (the Company on the terms"Bank") will be returned, without deduction or accrued interest thereon. You hereby accept such agency and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts agree to assist the Company in obtaining performance finding qualified Subscribers for the purchase of Securities and to identify potential sources to engage in Other Financing transactions with the Company in connection with the Offering. Your agency hereunder is not terminable by each Purchaser whose offer to purchase IPO Shares has been solicited by the Company except upon termination of the Offering. As part of the Placement Agent, but 's exclusive representation of the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability Company with respect to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO SharesOffering, the Placement Agent shall act solely as an agent assist the Company in identifying potential investors and sources of Other Financing and shall on behalf of the Company, contact such potential investors and other potential investors as the Company may designate. In addition, the Placement Agent shall assist the Company in structuring, negotiating and effecting the Offering. The Services provided pursuant Company agrees that, during the course of the engagement hereunder, neither it, nor any of its management, nor any of its affiliates, shall initiate any discussions with third parties with respect to this Agreement shall be on the Offering and to the extent any of such persons receives an “agency” basis inquiry from any third parties concerning the Offering or any other financing related to the Company, they will promptly identify to the Placement Agent the name of such person and not on a “principal” basis. Aegis Capital Corp. May [●], 2017the date of such initial contact.

Appointment of Placement Agent. (a) On the basis of the representations, warranties and agreements You are hereby appointed exclusive Placement Agent of the Company during the offering period herein contained and subject to all specified (the terms and conditions "Offering Period") for the purposes of this Agreement, assisting the Company hereby appoints the Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered and sold by the Company pursuant to on a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers "best efforts" basis in finding qualified Subscribers for the purchase of or attempt Securities and to place all or part of the IPO Shares of identify potential sources to engage in Other Financing transactions with the Company in connection with the proposed Offering. Until The Offering Period shall commence on the final closing date of delivery and acceptance by the Placement Agent of the Memorandum ("Commencement Date") and shall continue until the earlier to occur of (i) the sale of the Minimum Amount; or earlier upon termination of this Agreement pursuant (ii) 90 days from the Commencement Date (as the same may be extended by the Placement Agent for an additional 60 days or another period to Section 5 hereof, the Company shall not, without the prior written be determined by mutual consent of the Placement Agent, solicit or accept offers Agent and the Company). If the Minimum Amount is not sold prior to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent end of the Company Offering Period, the Offering will be terminated and use its reasonable “best efforts” to solicit offers to purchase all finds received from Subscribers and held in a special non-interest bearing escrow account (the IPO Shares from "Account") at Republic National Bank, New York, New York (the Company on the terms"Bank") will be returned, without deduction or accrued interest thereon. You hereby accept such agency and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts agree to assist the Company in obtaining performance finding qualified Subscribers for the purchase of Securities in connection with the Offering and to identify potential sources to engage in Other Financing transactions with the Company in connection with the Offering. Your agency hereunder is not terminable by each Purchaser whose offer to purchase IPO Shares has been solicited by the Company except upon termination of the Offering. As part of the Placement Agent, but 's exclusive representation of the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability Company with respect to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO SharesOffering, the Placement Agent shall act solely as an agent assist the Company in identifying potential investors and sources of Other Financing and shall on behalf of the Company, contact such potential investors and other potential investors as the Company may designate. In addition, the Placement Agent shall assist the Company in structuring, negotiating and effecting the Offering. The Services provided pursuant Company agrees that, during the course of the engagement hereunder, neither it, nor any of its management, nor any of its affiliates, shall initiate any discussions with third parties with respect to this Agreement shall be on the Offering and to the extent any of such persons receives an “agency” basis inquiry from any third parties concerning the Offering or any other financing related to the Company, they will promptly identify to the Placement Agent the name of such person and not on a “principal” basis. Aegis Capital Corp. May [●], 2017the date of such initial contact.