Investor Contact. The Issuer agrees that during the term of this Agreement and, unless Folio terminates this Agreement pursuant to Section 7(c) hereof, for a period of two years following termination of this Agreement, neither the Issuer nor any Affiliate of the Issuer, or any officer, director, principal, employee, agent or representative of the Issuer, shall contact Investors first introduced to the Issuer by Folio for the purpose of selling additional securities of the Issuer or any Affiliate of Issuer (“Additional Offerings”) unless Folio is provided a right of first refusal with respect to providing services in connection with such Additional Offerings. Folio may waive this right of first refusal for a cash fee of up to $25,000, which is a value not in excess of 1% of the Offering and, if applicable, shall be reduced to ensure that it is not a value in excess of 5% of the underwriting compensation in an Additional Offering; provided that pursuant to FINRA Rule 5110(f)(2)(F)(ii), Folio shall not have more than one opportunity to waive or terminate the right of first refusal in consideration of any payment or fee. Additionally, the Issuer shall sell its securities in the Offering to the persons identified as Investors only under the terms of this Agreement, unless Folio terminates this Agreement pursuant to Section 7(c) hereof or otherwise waives any right to receive such payments due to the nature of its termination of the Agreement. “Affiliate” shall mean any person that is directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with, one of the parties hereto. For purposes of this definition, “control” shall mean possessing, directly or indirectly, the power to direct or cause the direction of the management, policies and operations of a person, whether through ownership of voting securities, by contract or otherwise.
Investor Contact. Xxxxxxx Xxxxxxx, The X.X. Xxxxxxx Company, 000-000-0000, Xxxxxxx.xxxxxxx@xxxxxxx.xxx Media contacts:
Investor Contact. Before ANTAEUS contacts potential investors, the Company must first determine that the potential investor has not been contacted by any other party to which the Company has an agreement similar to this Agreement. Please confirm your agreement to the foregoing below whereupon this letter shall constitute a binding agreement between us. Very truly yours, CNS Response, Inc. By: /s/ Gexxxx Xxxxxxxxx Name: Gexxxx Xxxxxxxxx Title: Chief Executive Officer Confirmed and agreed to as of the date set forth above: Antaeus Capital, Inc. By: /s/ Cexxx Xxxx Name: Cexxx Xxxx Title: CEO EXHIBIT A April 15, 2011 Antaeus Capital, Inc. 1100 Xxxxxxx Xxx, Penthouse Suite 9, Los Angeles, CA 90024 Gentlemen: In connection with our engagement of ANTAEUS Capital. ("ANTAEUS") as our non-exclusive placement agent, we hereby agree to indemnify and hold harmless ANTAEUS and its affiliates, and the respective controlling persons, directors, officers, shareholders, agents (including sub-agents) and employees of any of the foregoing (collectively the "Indemnified Persons"), from and against any and all claims, actions, suits, proceedings, damages, liabilities and expenses (including the reasonable fees and expenses of counsel) incurred by any of them (collectively a "Claim"), which relate to or arise in any manner out of any transaction, financing, or any other matter (collectively, the "Matters") contemplated by the engagement letter of which this Exhibit A forms a part and the performance by ANTAEUS of the services contemplated thereby, and will promptly reimburse each Indemnified Person for all reasonable expenses (including reasonable fees and expenses of legal counsel) as incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party. We will not, however, be responsible to any Indemnified Person for any Claim which is finally judicially determined to have resulted primarily from the gross negligence or willful misconduct of any Indemnified Person. We also agree that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to us related to, arising out of, or in connection with, any Matters, the engagement of ANTAEUS pursuant to, or the performance by ANTAEUS of the services contemplated by, our engagement letter, except to the extent any loss, claim, damage or liability if found in a fin...
Investor Contact. The Issuer agrees that during the term of this Agreement and for a period of two (2) years after the termination of this Agreement, neither the Issuer nor any Affiliate of the Issuer or any officer, director, principal, employee, agent or representative of the Issuer or any such Affiliate shall, without the prior written consent of Folio, contact or enter into any discussions or negotiations as to an investment in the Issuer or any Affiliate of the Issuer with any person, firm or corporate entity introduced to the Issuer by Folio in the course of performing its obligations under this Agreement and not prior to such introduction, in contact with the Issuer or any officer, director, principal, employee, agent or representative of the Issuer or any Affiliate of the Issuer; provided that the Issuer, the relevant Affiliate or officer, director, principal, employee, agent or representative can demonstrate prior contact to the reasonable satisfaction of Folio. “Affiliate” shall mean any person that is directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with, one of the parties hereto. For purposes of this definition, “control” shall mean possessing, directly or indirectly, the power to direct or cause the direction of the management, policies and operations of a person, whether through ownership of voting securities, by contract or otherwise.
Investor Contact. Xxxxxxx Xxx, CFA, The Blueshirt Group, +0 (000) 000-0000, xx@xxxxxxx.xxx Media Contact: Xxxxxx Xxx, Metis Communications, +0 (000) 000-0000, xxxxxxx@xxxxxxxxx.xxx
Investor Contact. The Issuer agrees that during the term of this Agreement and, unless Folio terminates this Agreement pursuant to Section 7(c) hereof, for a period of two years following termination of this Agreement, neither the Issuer nor any Affiliate of the Issuer, or any officer, director, principal, employee, agent or representative of the Issuer, shall contact Investors first introduced to the Issuer by Folio for the purpose of selling additional securities of the Issuer or any Affiliate of Issuer (“Additional Offerings”) unless Folio is provided a right of first refusal with respect to providing services in connection with such Additional Offerings. Additionally, in the event that this Agreement is terminated, Issuer may not sell its securities in the Offering to the persons identified as Investors away from Folio without paying Folio the commission it would have paid to it if the Investors purchased the shares on the Platform, unless Folio terminates this Agreement pursuant to Section 7(c) hereof or otherwise waives any right to receive such payments due to the nature of its termination of the Agreement. “Affiliate” shall mean any person that is directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with, one of the parties hereto. For purposes of this definition, “control” shall mean possessing, directly or indirectly, the power to direct or cause the direction of the management, policies and operations of a person, whether through ownership of voting securities, by contract or otherwise.
Investor Contact. Executive agrees not to contact any investor in a fund managed by any Board Shareholder or any prospective investor that is considering investing in a fund managed by any Board Shareholder. Should any such investor or prospective investor contact Executive, Executive agrees to refrain from communicating with that investor or prospective investor and will immediately communicate to the President and Chief Executive Officer of the Board Shareholder to whose fund the investor or potential investor pertains the circumstances of the investor or prospective investor contact.
