Common use of Placement Clause in Contracts

Placement. (a) The securities of the Company which are the subject of the Placement shall consist of up to Two Million Dollars ($2,000,000) (the "MAXIMUM AMOUNT") of units of the Company (the "UNITS"), with each Unit consisting of: one (1) share of Series A Convertible Preferred Stock, par value $.001 per share, of the Company (the "SERIES A PREFERRED STOCK") and forty (40) Class A Common Stock Purchase Warrants (the "WARRANTS"), each of which are initially exercisable into one (1) share of common stock, par value $.001, of the Company (the "COMMON STOCK" which, collectively with the Units, the shares of Series A Preferred Stock and the Warrants, is referred to herein as the "SECURITIES"), which Securities shall be issued to the investor(s) in the Placement (an "INVESTOR" or the "INVESTORS"). (b) The Placement will be made pursuant to the Memorandum (as defined below). The Securities will not be registered under the Securities Act of 1933, as amended, or any applicable successor statute (the "ACT"), but will be issued in reliance on the private offering exemption available under Section 4(2) of the Act and the rules and regulations promulgated thereunder, including Regulation D ("REGULATION D"). The Placement Agent understands that all subscriptions for Units are subject to acceptance by the Company. The Company and the Placement Agent reserve the right in their reasonable discretion to accept or reject any or all subscriptions for Units in whole or in part, regardless whether any funds have been deposited into an escrow account. Any subscription monies received by the Placement Agent from Investors will be handled in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), whether or not the Placement Agent is subject to the Exchange Act, and as otherwise may be prescribed by the terms of the Memorandum (as defined in Section 2 below). (c) Until the Closing (as defined below) is held, all subscription funds received shall be held by Continental Stock Transfer & Trust Company (the "ESCROW AGENT"). The Placement Agent shall not have any independent obligation to verify the accuracy or completeness of any information contained in any Subscription Documents (as defined in Section 2 below) or the authenticity, sufficiency or validity of any check delivered by any prospective Investor in payment for the Units, nor shall the Placement Agent incur any liability with respect to any such verification or failure to verify. All subscription checks and funds shall be promptly and directly delivered without offset or deduction to the Escrow Agent.

Placement. (a) The securities of the Company which are the subject of the Private Placement shall consist be a “best efforts” placement consisting of up to Two Million Dollars a minimum of seventy-five (75) Units, or four million fifty thousand dollars ($2,000,0004,050,000) (the "MAXIMUM AMOUNT"“Private Placement Minimum Amount”) and up to a maximum of units one hundred fifty (150) Units, or eight million dollars ($8,100,000), at an offering price of $54,000 per Unit (the “Private Placement Maximum Amount”). The Company has granted the Placement Agent the option to exercise an over-allotment option to sell up to an additional twenty-two and five tenths (22.5) Units (the “Over-Allotment Option”). The Shares and Warrants, or the other agreements or instruments entered into in connection with the Private Placement shall have such other features as are agreed to by the Company and Maxim and memorialized in the Offering Documents (as defined below) including, without limitation, the registration rights described in Section 1(e) below as well as those described in the subscription documents included in the Offering Documents, as defined below, for the shares of Common Stock receivable upon the exercise of the Warrants, or issuable as part of the Units. (b) Maxim will, on an exclusive basis, conduct the Placement on a “best efforts” basis to accredited investors, only, as meant in Regulation D. If at least the Private Placement Minimum Amount has been subscribed for and accepted by the Company at any time during the Private Placement Offering Period, as defined below, the Company will promptly conduct an initial closing (the “Initial Closing”) and may conduct subsequent closings (each, a “Subsequent Closing” and together with the Initial Closing, each, a “Closing” and collectively, the “Closings”), until the date on which the Maximum Amount is subscribed for by Investors and accepted by the Company (the "UNITS"“Final Closing Date”). Unless terminated earlier in the Company’s or Maxim’s sole discretion, with each Unit consisting the offering period for the Private Placement (“Private Placement Offering Period”) will expire on the earlier to occur of: one (1i) share of Series A Convertible Preferred StockSeptember 30, par value $.001 per share2009, unless extended in the mutual discretion of the Company and Maxim (the "SERIES A PREFERRED STOCK") and forty (40) Class A Common Stock Purchase Warrants (the "WARRANTS"“Termination Date”), each (ii) the date on which the Private Placement Maximum Amount is subscribed for and accepted by the Company, or (iii) the termination of the Private Placement or this Agreement, but in any event no later than December 31, 2009. Any Closing shall be undertaken in a manner agreed to by the Company and Maxim. Unless the Private Placement Minimum Amount is subscribed for and accepted by the Company by the Termination Date, the Private Placement will be terminated and all subscription proceeds will be returned to Investors without interest or deduction The minimum subscription amount per investor shall be Fifty Four Thousand Dollars ($54,000.00) which are initially exercisable into one (1) share of common stock, par value $.001, amount may be reduced and partial Units may be issued and sold at the discretion of the Company (the "COMMON STOCK" which, collectively with the Units, the shares of Series A Preferred Stock and the Warrants, is referred to herein as the "SECURITIES"), which Securities shall be issued to the investor(s) in the Placement (an "INVESTOR" or the "INVESTORS")Agent. (bc) The Private Placement will be made pursuant to the Memorandum (Offering Documents, as defined below). The Securities will not be registered under the Securities Act of 1933, as amended, or any applicable successor statute (the "ACT"“Act”), but will be issued in reliance on the private offering exemption available under Section 4(2) of the Act and the rules Rules and regulations Regulations, as defined below, promulgated thereunder, including Regulation D ("REGULATION “Regulation D"”). The Placement Agent Maxim understands that all subscriptions for Units are subject to acceptance by the Company. The Company and the Placement Agent Maxim reserve the right in their reasonable discretion to accept or reject any or all subscriptions for Units Units, in whole or in part, regardless whether any funds have been deposited into an escrow account. Any subscription monies received by the Placement Agent Maxim from Investors will be handled in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"“Exchange Act”), whether or not the Placement Agent Maxim is subject to the Exchange Act, and as otherwise may be prescribed by the terms of the Memorandum Offering Documents (as defined in Section 2 below). As used herein, the term “Rules and Regulations” means the applicable rules and regulations promulgated under the Securities Act and the Exchange Act. (c) Until the Closing (as defined below) is held, all subscription funds received shall be held by Continental Stock Transfer & Trust Company (the "ESCROW AGENT"). The Placement Agent shall not have any independent obligation to verify the accuracy or completeness of any information contained in any Subscription Documents (as defined in Section 2 below) or the authenticity, sufficiency or validity of any check delivered by any prospective Investor in payment for the Units, nor shall the Placement Agent incur any liability with respect to any such verification or failure to verify. All subscription checks and funds shall be promptly and directly delivered without offset or deduction to the Escrow Agent.

Placement. (a) The securities of the Company which are the subject of the Placement shall consist of be up to Two a maximum of Ten Million Dollars ($2,000,00010,000,000) of 8% Senior Secured Convertible Debentures of at least a two year duration ("Debentures") and Class A Warrants and Class B Warrants (the "Warrants") equal to, in the aggregate, 100% of the Conversion Shares (as defined in the Securities Purchase Agreement) (the Debentures and Warrants are referred to herein as the "Units") (the "MAXIMUM AMOUNT"). (i) of units of the Company (the "UNITS"), with each Unit consisting of: one (1) share of Series A Convertible Preferred Stock, par value $.001 per share, of the Company (the "SERIES A PREFERRED STOCK") and forty (40) Class A Common Stock Purchase Warrants (the "WARRANTS"), each of which are initially exercisable into one (1) share of common stock, par value $.001, of the Company (the "COMMON STOCK" which, collectively with the The Units, the shares of Series A Preferred Stock and Debentures, the Warrants, is the Warrant Shares and the Placement Agent Warrants (as defined herein or in the Securities Purchase Agreement) (and underlying securities) are sometimes referred to collectively herein as the "SECURITIES." (b) The Placement Agent will, on an exclusive basis, conduct the Placement on a "best efforts" basis, it being understood and agreed, however, that the Placement Agent shall have the right, in its sole discretion, to invite other NASD member firms to participate in the Placement, and to pay (or, with the reasonable agreement of the Company, cause the Company to pay) a portion of the compensation to be received by the Placement Agent pursuant to this Agreement to any such NASD member firm. The Company shall not pursue any other equity financing (including convertible securities) of the Company's securities during the term of this Agreement. (c) The Closing is expected to be on or before the Termination Date (hereinafter defined) (the " CLOSING DATE"), which Securities shall be issued subject to extension by the investor(s) Placement Agent and the Company by mutual agreement without notice to investors in the Placement (an "INVESTOR" or the "INVESTORS"); provided, however, that the Closing Date shall be held prior to June 30, 2006. Unless terminated earlier in the Company's sole discretion, the offering period for the Placement (the "OFFERING PERIOD") will commence on the date hereof and expire on the earlier to occur of: (i) June 30, 2006 (the "TERMINATION DATE"), (ii) the date on which the Maximum Amount is subscribed for and accepted by the Company or (iii) the termination of the Placement pursuant to the terms of this Agreement. The Termination Date may be extended by an additional 30 days by mutual agreement of the Company and the Placement Agent without notice to the Investors. (bd) The Placement will be made pursuant to the Memorandum Securities Purchase Agreement (as defined in Section 2 below). The Securities will not be registered under the Securities Act of 1933, as amended, or any applicable successor statute (the "SECURITIES ACT"), but will be issued in reliance on the private offering exemption available under Section 4(2) of the Securities Act and the rules Rules and regulations Regulations (as defined below) promulgated thereunder, including Regulation D ("REGULATION D"). The Placement Agent understands that all subscriptions for Units are subject to acceptance by the Company. The Company and the Placement Agent reserve the right in their reasonable discretion to accept or reject any or all subscriptions for Units Units, in whole or in partpart for any reason or for no reason whatsoever, regardless whether any funds have been deposited into an escrow account. Any subscription monies received by As used herein, the Placement Agent from Investors will be handled in accordance with Rule 15c2-4 term "RULES AND REGULATIONS" means the applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), whether or not the Placement Agent is subject to and the Exchange Act, and as otherwise may be prescribed by the terms of the Memorandum (as defined in Section 2 below). (c) Until the Closing (as defined below) is held, all subscription funds received shall be held by Continental Stock Transfer & Trust Company (the "ESCROW AGENT"). The Placement Agent shall not have any independent obligation to verify the accuracy or completeness of any information contained in any Subscription Documents (as defined in Section 2 below) or the authenticity, sufficiency or validity of any check delivered by any prospective Investor in payment for the Units, nor shall the Placement Agent incur any liability with respect to any such verification or failure to verify. All subscription checks and funds shall be promptly and directly delivered without offset or deduction to the Escrow Agent.

Placement. (a) The securities PURCHASER may place firm purchase orders for the delivery of Products by SUPPLIER. Each purchase order issued by the PURCHASER after the Effective Date shall specify a delivery date of not less than sixty (60) days following the date of the Company which are purchase order. Regardless of any prior agreement between the Parties or the terms of any existing purchase order issued by the PURCHASER with respect to any Products, the delivery date of Products subject to such existing purchase orders shall be deemed to be sixty days following the date of the Placement shall consist of up to Two Million Dollars ($2,000,000) (the "MAXIMUM AMOUNT") of units of the Company (the "UNITS")purchase order, with each Unit consisting of: one (1) share of Series A Convertible Preferred Stock, par value $.001 per share, of the Company (the "SERIES A PREFERRED STOCK") and forty (40) Class A Common Stock Purchase Warrants (the "WARRANTS"), each of which are initially exercisable into one (1) share of common stock, par value $.001, of the Company (the "COMMON STOCK" which, collectively with the Units, the shares of Series A Preferred Stock and the Warrants, is referred to herein or on such other date as the "SECURITIES"), which Securities shall be issued to the investor(s) Parties may agree in the Placement (an "INVESTOR" or the "INVESTORS")writing. (b) The Placement will be made If, other than as the result of the demand by the Customer, the PURCHASER specifies an accelerated delivery date in any purchase order, then the SUPPLIER shall use its commercially reasonable efforts to meet such accelerated date without having its employees work overtime; provided, however, that if the SUPPLIER notifies the PURCHASER that, in order to meet such accelerated date, the SUPPLIER is required to (a) have raw materials and/or component parts air-freighted to it, and/or (b) have its employees work overtime and the PURCHASER approves such action(s), then the PURCHASER shall pay all of the documented costs of such air-freight and shall reimburse the SUPPLIER for all of the documented costs of such overtime. If, however, the PURCHASER specifies an accelerated delivery date in any purchase order as the result of the demand of the Customer, then the SUPPLIER shall use its commercially reasonable efforts to meet such accelerated date without having its employees work overtime; provided, however, that if the SUPPLIER notifies the PURCHASER that, in order to meet such accelerated date, the SUPPLIER is required to (i) have raw materials and/or component parts air-freighted to it, and/or (ii) have its employees work overtime and the PURCHASER approves such action(s), then (A) the PURCHASER shall pay the documented costs of such air-freight, and (B) the Parties shall use their good faith efforts to have the Customer, directly or through the PURCHASER, reimburse the SUPPLIER for such overtime costs. If the Customer is not willing to so reimburse the SUPPLIER for the overtime costs, then the PURCHASER shall pay all of the documented costs of such air-freight and, solely with respect to purchase orders issued by the PURCHASER to the SUPPLIER pursuant to this Agreement after the Memorandum (as defined below)Effective Date, the PURCHASER shall reimburse the SUPPLIER one-half of the documented costs of such overtime. The Securities will not be registered under SUPPLIER shall have no obligation to pay for the Securities Act costs of 1933, as amended, or any applicable successor statute (air-freighting in order to meet any accelerated delivery date and shall have no obligation to pay for the "ACT"), but will be issued costs of overtime in reliance on the private offering exemption available under Section 4(2) of the Act and the rules and regulations promulgated thereunder, including Regulation D ("REGULATION D"). The Placement Agent understands that all subscriptions for Units are subject order to acceptance meet any accelerated delivery date unless such acceleration is demanded by the Company. The Company and the Placement Agent reserve the right in their reasonable discretion to accept or reject any or all subscriptions for Units in whole or in part, regardless whether any funds have been deposited into an escrow account. Any subscription monies received by the Placement Agent from Investors will be handled in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), whether or not the Placement Agent is subject to the Exchange Act, and as otherwise may be prescribed by the terms of the Memorandum (as defined in Section 2 below)Customer. (c) Until PURCHASER shall, in addition, provide to SUPPLIER a rolling updated forecast of projected purchases covering three (3) months subsequent to the Closing (as defined below) is held, all subscription funds received delivery month covered under PURCHASER's most recent purchase order. Such forecast shall be held by Continental Stock Transfer & Trust Company (the "ESCROW AGENT"). The Placement Agent for informational purposes only and shall not have any independent obligation to verify the accuracy or completeness of any information contained in any Subscription Documents (be construed as defined in Section 2 below) or the authenticity, sufficiency or validity of any check delivered a commitment for purchase thereof by any prospective Investor in payment for the Units, nor shall the Placement Agent incur any liability with respect to any such verification or failure to verify. All subscription checks and funds shall be promptly and directly delivered without offset or deduction to the Escrow AgentPURCHASER.

Placement. (a) The securities of the Company which are the subject of the Private Placement shall consist be a "best efforts" placement consisting of up to Two Million Dollars a minimum of thirteen (13) Units, or one million three hundred thousand dollars ($2,000,0001,300,000) (the "PRIVATE PLACEMENT MINIMUM AMOUNT") and up to a maximum of forty (40) Units, or four million dollars ($4,000,000), at an offering price of $100,000 per Unit (the "PRIVATE PLACEMENT MAXIMUM AMOUNT"). The Company has granted the Placement Agent the option to exercise an over-allotment option to sell up to an additional six (6) Units (the "OVER-ALLOTMENT OPTION"). The Notes and Warrants, or the other agreements or instruments entered into in connection with the Private Placement shall have such other features as are agreed to by the Company and Maxim and memorialized in the Offering Documents (as defined below) including, without limitation, the registration rights described in Section 1(e) below as well as those described in the subscription documents included in the Offering Documents, as defined below, for the shares of units Common Stock receivable upon the conversion of the Notes, or upon the exercise of the Warrants, or issuable as part of the Units. (b) Maxim will, on an exclusive basis, conduct the Placement on a "best efforts" basis to accredited investors, as meant in Regulation D. If at least the Private Placement Minimum Amount has been subscribed for and accepted by the Company at any time during the Private Placement Offering Period, as defined below, the Company will promptly conduct an initial closing (the "INITIAL CLOSING") and may conduct subsequent closings (each, a "SUBSEQUENT CLOSING" and together with the Initial Closing, each, a "CLOSING" and collectively, the "CLOSINGS"), until the date on which the Maximum Amount is subscribed for by Investors and accepted by the Company (the "UNITSFINAL CLOSING DATE"). Unless terminated earlier in the Company's or Maxim's sole discretion, the offering period for the Private Placement ("PRIVATE PLACEMENT OFFERING PERIOD") will expire on the earlier to occur of: (i) May 27, 2005, unless extended in the mutual discretion of the Company and Maxim (the "TERMINATION DATE"), with each Unit consisting of: one (1ii) share of Series A Convertible Preferred Stockthe date on which the Private Placement Maximum Amount is subscribed for and accepted by the Company, par value $.001 per share, or (iii) the termination of the Company (the "SERIES A PREFERRED STOCK") and forty (40) Class A Common Stock Purchase Warrants (the "WARRANTS")Private Placement or this Agreement, each of which are initially exercisable into one (1) share of common stockbut in any event no later than July 26, par value $.001, of 2005. Any Closing shall be undertaken in a manner agreed to by the Company (and Maxim. Unless the "COMMON STOCK" which, collectively with Private Placement Minimum Amount is subscribed for and accepted by the UnitsCompany by the Termination Date, the shares of Series A Preferred Stock Private Placement will be terminated and the Warrants, is referred all subscription proceeds will be returned to herein as the "SECURITIES"), which Securities Investors without interest or deduction The minimum subscription amount per investor shall be issued to the investor(s) in the Placement One Hundred Thousand Dollars (an "INVESTOR" or the "INVESTORS"$100,000.00). (bc) The Private Placement will be made pursuant to the Memorandum (Offering Documents, as defined below). The Securities will not be registered under the Securities Act of 1933, as amended, or any applicable successor statute (the "ACTAct"), but will be issued in reliance on the private offering exemption available under Section 4(2) of the Act and the rules Rules and regulations Regulations, as defined below, promulgated thereunder, including Regulation D ("REGULATION D"). The Placement Agent Maxim understands that all subscriptions for Units are subject to acceptance by the Company. The Company and the Placement Agent Maxim reserve the right in their reasonable discretion to accept or reject any or all subscriptions for Units Units, in whole or in part, regardless whether any funds have been deposited into an escrow account. Any subscription monies received by the Placement Agent Maxim from Investors will be handled in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), whether or not the Placement Agent Maxim is subject to the Exchange Act, and as otherwise may be prescribed by the terms of the Memorandum Offering Documents (as defined in Section 2 below). As used herein, the term "RULES AND REGULATIONS" means the applicable rules and regulations promulgated under the Securities Act and the Exchange Act. (c) Until the Closing (as defined below) is held, all subscription funds received shall be held by Continental Stock Transfer & Trust Company (the "ESCROW AGENT"). The Placement Agent shall not have any independent obligation to verify the accuracy or completeness of any information contained in any Subscription Documents (as defined in Section 2 below) or the authenticity, sufficiency or validity of any check delivered by any prospective Investor in payment for the Units, nor shall the Placement Agent incur any liability with respect to any such verification or failure to verify. All subscription checks and funds shall be promptly and directly delivered without offset or deduction to the Escrow Agent.

Placement. Each time that the Company wishes to issue Issuance Shares hereunder (a) The securities each, an “Issuance Placement” and together with any sale of the Company Forward Hedge Shares by the Forward Sellers in connection with a Forward Transaction, collectively, the “Placements” and each, a “Placement”) it will notify the designated Agent by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Issuance Shares to be sold, which shall at a minimum include the number or dollar amount of Issuance Shares, the time period during which sales are requested to be made, any limitation on the subject number or dollar amount of Issuance Shares that may be sold in any one day and any minimum price below which sales may not be made (an “Issuance Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A-1. The Issuance Placement Notice shall originate from any of the Placement shall consist of up individuals from the Company set forth on Exhibit B (with a copy to Two Million Dollars ($2,000,000) (the "MAXIMUM AMOUNT") of units each of the other individuals from the Company (the "UNITS"listed on such schedule), with and shall be addressed to each Unit consisting of: one (1) share of Series A Convertible Preferred Stock, par value $.001 per share, of the individuals from such Agent set forth on Exhibit B, as such Exhibit B may be amended from time to time. If such Agent wishes to accept such proposed terms included in the Issuance Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, such Agent will, prior to 4:30 p.m. (New York City time) on the Business Day following the Business Day on which such Issuance Placement Notice is delivered to such Agent, issue to the Company a notice by email (or other method mutually agreed to in writing by the "SERIES A PREFERRED STOCK"parties) and forty (40) Class A Common Stock Purchase Warrants (the "WARRANTS"), each of which are initially exercisable into one (1) share of common stock, par value $.001, addressed to all of the individuals from the Company (and such Agent set forth on Exhibit B setting forth the "COMMON STOCK" which, collectively with terms that such Agent is willing to accept. Where the Units, the shares of Series A Preferred Stock and the Warrants, is referred to herein as the "SECURITIES"), which Securities shall be issued to the investor(s) terms provided in the Issuance Placement (an "INVESTOR" or Notice are amended as provided for in the "INVESTORS"). (b) The Placement will be made pursuant to the Memorandum (as defined below). The Securities immediately preceding sentence, such terms will not be registered under the Securities Act of 1933, as amended, or any applicable successor statute (the "ACT"), but will be issued in reliance binding on the private offering exemption available under Section 4(2Company or the Agent until the Company delivers to such Agent an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the Act and the rules and regulations promulgated thereunder, including Regulation D ("REGULATION D"). The terms of such Issuance Placement Agent understands that all subscriptions for Units are subject to acceptance by the Company. The Company and the Placement Agent reserve the right in their reasonable discretion to accept or reject any or all subscriptions for Units in whole or in part, regardless whether any funds have been deposited into an escrow account. Any subscription monies received by the Placement Agent from Investors will be handled in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934Notice, as amended (the "EXCHANGE ACT"), whether or not the Placement Agent is subject such acceptance with respect to the Exchange ActIssuance Shares, and as otherwise may be prescribed by or together with respect to the terms of the Memorandum a Forward Placement Notice (as defined in Section 2 below3(a) hereof). (c) Until , an “Acceptance”), which email shall be addressed to all of the Closing individuals from the Company and such Agent set forth on Exhibit B. The Issuance Placement Notice (as defined belowamended by the corresponding Acceptance, if applicable) is held, all subscription funds received shall be held effective upon receipt by Continental Stock Transfer & Trust the Company of such Agent’s acceptance of the terms of the Issuance Placement Notice or upon receipt by the Agent of the Company’s Acceptance, as the case may be, unless and until (i) the "ESCROW AGENT"). The entire amount of the Issuance Shares has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Issuance Placement Agent Notice, (iii) the Company issues a subsequent Issuance Placement Notice with parameters superseding those on the earlier dated Issuance Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below; provided, however, that any such notice shall not have any independent obligation to verify the accuracy affect or completeness of any information contained in any Subscription Documents (as defined in Section 2 below) or the authenticity, sufficiency or validity of any check delivered by any prospective Investor in payment for the Units, nor shall the Placement Agent incur any liability impair either party’s obligations with respect to any Issuance Shares sold under the applicable Placement Notice prior to the receipt of such verification notice. The amount of any discount, commission or failure other compensation to verify. All subscription checks and funds be paid by the Company to the Agent in connection with the sale of the Issuance Shares shall be promptly calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and directly delivered without offset agreed that neither the Company nor any Agent will have any obligation whatsoever with respect to a Placement or deduction any Issuance Shares unless and until the Company delivers an Issuance Placement Notice to the Escrow AgentAgent and either (i) the applicable Agent accepts the terms of such Issuance Placement Notice or (ii) where the terms of such Issuance Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Issuance Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of an Issuance Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Issuance Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placement. (a) The securities of the Company which are the subject of the Placement shall consist of up to a minimum of Two Million Dollars ($2,000,000) (the "MAXIMUM AMOUNTMinimum Amount") and a maximum of Six Million Dollars ($6,000,000) (the "Maximum Amount") of units of the Company (the "UNITSUnits"), at a price per Unit of $100,000 (the "Unit Price"), with each Unit consisting of: one : (1i) share a number of Series A Convertible Preferred Stockshares (the "Shares") of common stock of the Company, par value $.001 0.01 per share, of the Company share (the "SERIES A PREFERRED STOCKCommon Stock"), determined by dividing: (i) and forty the Unit Price by (40ii) Class A a price equal to 70% of the closing bid price of the shares of Common Stock on the OTC Bulletin Board (the "Common Stock Purchase Warrants Price") on the last trading day immediately prior to the initial closing of the Placement (the "WARRANTSInitial Closing") or on the last trading day immediately prior to any subsequent closing of the Placement as contemplated hereby (each, a "Subsequent Closing" and, together with the Initial Closing, each, a "Closing" and collectively, the "Closings"), each of which are initially exercisable into one (1) share of common stock, par value $.001, of the Company with a floor (the "COMMON STOCK" which, collectively with Lowest Permissible Purchase Price") on the UnitsCommon Stock Purchase Price of Two Dollars ($2.00) and a ceiling (the "Maximum Purchase Price") on the Common Stock Purchase Price of Two Dollars and Forty Cents ($2.40). If one or more Subsequent Closings occurs, the Common Stock Purchase Price for the Shares purchased in each prior Closing shall be adjusted to equal the lowest Common Stock Purchase Price for all of the Closings and the number of Shares and Warrants previously issued to purchasers in the Placement shall be adjusted accordingly so that each purchaser in the Placement purchases the Units at the same Common Stock Purchase Price; and (ii) a warrant (each a "Warrant" and, collectively, the "Warrants") to purchase, at any time prior to the fifth (5th) anniversary following the date of issuance of the Warrant, a number of shares of Series A Preferred Common Stock and equal to fifty percent (50%) of the Warrantsnumber of Shares included within each Unit, is at a price per share of Common Stock equal to two hundred percent (200%) The Sagemark Companies, Ltd. October 14, 2004 Page 2 of 35 of the Common Stock Purchase Price (the "Warrant Exercise Price"). If one or more Subsequent Closings occurs, the Warrant Exercise Price of the Warrants purchased in each prior Closing shall be adjusted to equal the lowest Warrant Exercise Price for all of the Closings. The shares of Common Stock underlying each Warrant are referred to herein as the "SECURITIESWarrant Shares." The Units, the Shares, the Warrants, the Warrant Shares and the Placement Agent Warrants (and underlying securities) are sometimes referred to collectively herein as the "Securities." No fractional Shares or Warrants will be issued in connection with the Placement. All fractional Shares and Warrants to be issued in connection with the Placement, and all fractional Warrant Shares to be issued upon exercise of the Warrants, will be rounded up or down to the next full number of Shares, Warrants or Warrant Shares, as applicable. (b) The Placement Agent will, on an exclusive basis, conduct the Placement on a "best efforts" basis, it being understood and agreed, however, that the Placement Agent shall have the right, in its sole discretion, to invite other NASD member firms to participate in the Placement, and to pay (or, with the reasonable agreement of the Company, cause the Company to pay) a portion of the compensation to be received by the Placement Agent pursuant to this Agreement to any such NASD member firm. The Company shall not pursue any other equity financing (including convertible securities) of the Company's securities during the term of this Agreement. Additionally, the Company and the Placement Agent may mutually agree to increase the number of Units offered in the Placement up to a maximum of seventy-five (75) Units ($7,500,000), without notice to the Investors (defined below). (c) The Initial Closing is expected to be on or before the Termination Date (hereinafter defined) (the "Initial Closing Date"), which Securities shall be issued subject to extension by the investor(s) Placement Agent in its sole discretion without notice to investors in the Placement (an "INVESTOR" or the "INVESTORSInvestors"), and Subsequent Closings may be conducted during the Offering Period (defined below) until the date on which the Maximum Amount is subscribed for by Investors and accepted by the Company (the "Final Closing Date"). Unless terminated earlier in the Company's sole discretion, the offering period for the Placement (the "Offering Period") will commence on the date hereof and expire on the earlier to occur of: (i) November 29, 2004 (the "Termination Date"), (ii) the date on which the Maximum Amount is subscribed for and accepted by the Company or (iii) the termination of the Placement pursuant to the terms of this Agreement. The Termination Date may be extended by an additional 45 days at the sole discretion of the Placement Agent without notice to the Investors. The minimum subscription amount per Investor shall be One Hundred Thousand Dollars ($100,000), except that the Company and the Placement Agent may, in their sole discretion and without notice to the Investors, accept subscriptions for a lesser amount. (bd) The Placement will be made pursuant to the Memorandum (as defined in Section 2 below). The Securities will not be registered under the Securities Act of 1933, as amended, or any applicable successor statute (the "ACTSecurities Act"), but will be issued in reliance on the private offering exemption available under Section 4(2) of the Securities Act and the rules Rules and regulations Regulations (as defined below) promulgated thereunder, including Regulation D ("REGULATION Regulation D"). The Placement Agent understands that all subscriptions for Units are subject to acceptance by the Company. The Company and the Placement Agent reserve the right in their reasonable discretion to accept or reject any or all subscriptions for Units in whole or in partSagemark Companies, regardless whether any funds have been deposited into an escrow account. Any subscription monies received by the Placement Agent from Investors will be handled in accordance with Rule 15c2-4 under the Securities Exchange Act Ltd. October 14, 2004 Page 3 of 1934, as amended (the "EXCHANGE ACT"), whether or not the Placement Agent is subject to the Exchange Act, and as otherwise may be prescribed by the terms of the Memorandum (as defined in Section 2 below). (c) Until the Closing (as defined below) is held, all subscription funds received shall be held by Continental Stock Transfer & Trust Company (the "ESCROW AGENT"). The Placement Agent shall not have any independent obligation to verify the accuracy or completeness of any information contained in any Subscription Documents (as defined in Section 2 below) or the authenticity, sufficiency or validity of any check delivered by any prospective Investor in payment for the Units, nor shall the Placement Agent incur any liability with respect to any such verification or failure to verify. All subscription checks and funds shall be promptly and directly delivered without offset or deduction to the Escrow Agent.35

Placement. (a) The securities of the Company which are the subject of the Private Placement shall consist of be a “best efforts” placement up to Two Million Dollars (a maximum of $2,000,000) 4.499 million (the "MAXIMUM AMOUNT"“Private Placement Maximum Amount”) of units Shares and Warrants, at an offering price equal to $1.05 per Share and accompanying one half of the Company a Warrant (the "UNITS"“Purchase Price”), with each Unit consisting of: . Each Share purchased by an Investor shall be accompanied by one (1) half of a Warrant. Each full Warrant will to allow an Investor to purchase an additional share of Series A Convertible Preferred Common Stock, par value $.001 per share, . The Warrants shall terminate five and one half years from their the date of the Company (the "SERIES A PREFERRED STOCK") and forty (40) Class A Common Stock Purchase Warrants (the "WARRANTS"), each of which are initially exercisable into one (1) share of common stock, par value $.001, of the Company (the "COMMON STOCK" which, collectively with the Units, the shares of Series A Preferred Stock and the Warrants, is referred to herein as the "SECURITIES"), which Securities shall be issued to the investor(s) in the Placement (an "INVESTOR" or the "INVESTORS")issuance. (b) The Placement Agent will, on an exclusive basis, conduct the Private Placement on a “best efforts” basis to accredited investors only, as defined in Regulation D (as defined below). The Company shall conduct a closing (the “Closing”) on a date subsequent to the date on which the Private Placement Maximum Amount is subscribed for by Investors and accepted by the Company (the “Closing Date”). Unless terminated earlier in the Company’s sole discretion, the offering period for the Private Placement (“Private Placement Offering Period”) will expire on the date on which the Private Placement Maximum Amount is subscribed for and accepted by the Company at the Closing. The Closing shall be undertaken in a manner agreed to by the Company and Placement Agent. Unless, as of or prior to the Closing Date all conditions of the Private Placement have been satisfied by the Company and the Investors thereof, the Private Placement will be terminated and all subscription proceeds will be returned to Investors without interest or deduction. Acorn Energy October 30, 2014 Page 2 of 31 (c) The Private Placement will be made pursuant to the Memorandum Subscription Documents (as defined in Section 2 below)) to be entered into by the Investors. The Securities will not be registered under the Securities Act of 1933, as amended, or any applicable successor statute (the "ACT"“Securities Act”), but will be issued in reliance on the private offering exemption available under Section 4(2) of the Securities Act and the rules Rules and regulations Regulations, as defined below, promulgated thereunder, including Regulation D ("REGULATION “Regulation D"”). The Placement Agent understands that all subscriptions for Units Shares and Warrants are subject to acceptance by the Company. The Company and the Placement Agent reserve reserves the right in their reasonable its sole discretion to accept or reject any or all subscriptions for Units Securities, in whole or in part, regardless whether any funds have been deposited into an escrow account. Any subscription monies received by the Placement Agent from Investors will be handled in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"“Exchange Act”), whether or not the Placement Agent is subject to the Exchange Act. As used herein, the term “Rules and as otherwise may be prescribed by Regulations” means the terms of applicable rules and regulations promulgated under the Memorandum (as defined in Section 2 below)Securities Act and the Exchange Act. (c) Until the Closing (as defined below) is held, all subscription funds received shall be held by Continental Stock Transfer & Trust Company (the "ESCROW AGENT"). The Placement Agent shall not have any independent obligation to verify the accuracy or completeness of any information contained in any Subscription Documents (as defined in Section 2 below) or the authenticity, sufficiency or validity of any check delivered by any prospective Investor in payment for the Units, nor shall the Placement Agent incur any liability with respect to any such verification or failure to verify. All subscription checks and funds shall be promptly and directly delivered without offset or deduction to the Escrow Agent.

Placement. (a) The securities of the Company which are the subject of the Placement shall consist of be up to Two a maximum of Ten Million Dollars ($2,000,00010,000,000) of 8% Senior Secured Convertible Debentures of at least at two year duration ("Debentures") and Warrants (the "Warrants") equal to 50% of the Conversion Shares (as defined in the Securities Purchase Agreement) (the Debentures and Warrants are referred to herein as the "Units") (the "MAXIMUM AMOUNT"). (i) The Units, the Debentures, the Warrants, the Warrant Shares and the Placement Agent Warrants (as both defined in the Securities Purchase Agreement) (and underlying securities) are sometimes referred to collectively herein as the "SECURITIES." (b) The Placement Agent will, on an exclusive basis, conduct the Placement on a "best efforts" basis, it being understood and agreed, however, that the Placement Agent shall have the right, in its sole discretion, to invite other NASD member firms to participate in the Placement, and to pay (or, with the reasonable agreement of the Company, cause the Company to pay) a portion of the compensation to be received by the Placement Agent pursuant to this Agreement to any such NASD member firm. The Company shall not pursue any other equity financing (including convertible securities) of units the Company's securities during the term of this Agreement. Additionally, the Company and the Placement Agent may mutually agree to increase the amount of Debentures offered in the Placement up to a maximum of Thirteen Million Dollars ($13,000,000), without notice to the Investors (defined below). (c) The Initial Closing is expected to be on or before the Termination Date (hereinafter defined) (the "INITIAL CLOSING DATE"), subject to extension by the Placement Agent and the Company by mutual agreement without notice to investors in the Placement (the "INVESTORS"), and a subsequent closing shall be within 5 days after the Company's Certificate of Amendment to the Articles of Incorporation are filed with the State of Delaware pursuant to which the Maximum Amount shall subscribed for by Investors and accepted by the Company (the "UNITSFINAL CLOSING DATE"); provided, however, that the Final Closing Date shall be held prior to June 30, 2006. Unless terminated earlier in the Company's sole discretion, the offering period for the Placement (the "OFFERING PERIOD") will commence on the date hereof and expire on the earlier to occur of: (i) May 31, 2006 (the "TERMINATION DATE"), with each Unit consisting of: one (1ii) share the date on which the Maximum Amount is subscribed for and accepted by the Company or (iii) the termination of Series A Convertible Preferred Stock, par value $.001 per share, the Placement pursuant to the terms of this Agreement. The Termination Date may be extended by an additional 30 days by mutual agreement of the Company (the "SERIES A PREFERRED STOCK") and forty (40) Class A Common Stock Purchase Warrants (the "WARRANTS"), each of which are initially exercisable into one (1) share of common stock, par value $.001, of the Company (the "COMMON STOCK" which, collectively with the Units, the shares of Series A Preferred Stock and the Warrants, is referred to herein as the "SECURITIES"), which Securities shall be issued Placement Agent without notice to the investor(s) in the Placement (an "INVESTOR" or the "INVESTORS")Investors. (bd) The Placement will be made pursuant to the Memorandum Securities Purchase Agreement (as defined in Section 2 below). The Securities will not be registered under the Securities Act of 1933, as amended, or any applicable successor statute (the "SECURITIES ACT"), but will be issued in reliance on the private offering exemption available under Section 4(2) of the Securities Act and the rules Rules and regulations Regulations (as defined below) promulgated thereunder, including Regulation D ("REGULATION D"). The Placement Agent understands that all subscriptions for Units are subject to acceptance by the Company. The Company and the Placement Agent reserve the right in their reasonable discretion to accept or reject any or all subscriptions for Units Units, in whole or in partpart for any reason or for no reason whatsoever, regardless whether any funds have been deposited into an escrow account. Any subscription monies received by As used herein, the Placement Agent from Investors will be handled in accordance with Rule 15c2-4 term "RULES AND REGULATIONS" means the applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), whether or not the Placement Agent is subject to and the Exchange Act, and as otherwise may be prescribed by the terms of the Memorandum (as defined in Section 2 below). (c) Until the Closing (as defined below) is held, all subscription funds received shall be held by Continental Stock Transfer & Trust Company (the "ESCROW AGENT"). The Placement Agent shall not have any independent obligation to verify the accuracy or completeness of any information contained in any Subscription Documents (as defined in Section 2 below) or the authenticity, sufficiency or validity of any check delivered by any prospective Investor in payment for the Units, nor shall the Placement Agent incur any liability with respect to any such verification or failure to verify. All subscription checks and funds shall be promptly and directly delivered without offset or deduction to the Escrow Agent.

Placement. Simultaneously with the Closing Date, (ai) The securities the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 3,750,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 1,750,000 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Company which are the subject Act. The private placement of the Placement shall consist of up Warrants to Two Million Dollars ($2,000,000) (the "MAXIMUM AMOUNT") of units of the Company (the "UNITS"), with each Unit consisting of: one (1) share of Series A Convertible Preferred Stock, par value $.001 per share, of the Company (the "SERIES A PREFERRED STOCK") and forty (40) Class A Common Stock Purchase Warrants (the "WARRANTS"), each of which are initially exercisable into one (1) share of common stock, par value $.001, of the Company (the "COMMON STOCK" which, collectively with the Units, the shares of Series A Preferred Stock Sponsor and the Warrants, Representative is referred to herein as the "SECURITIES")“Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, which Securities assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be issued to deposited into the investor(s) in Trust Account. The Representative acknowledges and agrees that the Placement (an "INVESTOR" or Warrants and the "INVESTORS"). (b) The Placement will be made underlying Ordinary Shares acquired by the Representative pursuant to the Memorandum Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (as defined below“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). The Securities will Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be registered under sold, transferred, assigned, pledged or hypothecated nor may they be the Securities Act subject of 1933any hedging, as amendedshort sale, derivative, put, or any applicable successor statute (call transaction that would result in the "ACT"), but will be issued in reliance on the private offering exemption available under Section 4(2) effective economic disposition of the Act ​ ​ securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the rules and regulations promulgated thereunderofficers, including Regulation D ("REGULATION D"). The Placement Agent understands that partners, registered persons or affiliates thereof, if all subscriptions for Units are subject to acceptance by the Company. The Company and the Placement Agent reserve the right in their reasonable discretion to accept or reject any or all subscriptions for Units in whole or in part, regardless whether any funds have been deposited into an escrow account. Any subscription monies received by the Placement Agent from Investors will be handled in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), whether or not the Placement Agent is securities so transferred remain subject to the Exchange Act, and as otherwise may be prescribed by lock-up restriction for the terms remainder of the Memorandum (as defined in Section 2 below)time period. (c) Until the Closing (as defined below) is held, all subscription funds received shall be held by Continental Stock Transfer & Trust Company (the "ESCROW AGENT"). The Placement Agent shall not have any independent obligation to verify the accuracy or completeness of any information contained in any Subscription Documents (as defined in Section 2 below) or the authenticity, sufficiency or validity of any check delivered by any prospective Investor in payment for the Units, nor shall the Placement Agent incur any liability with respect to any such verification or failure to verify. All subscription checks and funds shall be promptly and directly delivered without offset or deduction to the Escrow Agent.

Placement. (a) The securities of Company hereby engages Hunter to act as its exclusive placement agent in a transaction on a “best efforts” basis involving the Company which are the subject of the Placement shall consist of up to Two Million Dollars ($2,000,000) (the "MAXIMUM AMOUNT") of units of issuance and sale by the Company (the "UNITS"“Offering”) of units (the “Units”), with each Unit consisting of: of three shares of the Company’s Common Stock (“Share”) and a three year warrant (“Investor Warrant”) to purchase one Share at an exercise price per Share of two times the purchase price attributable to one Share (1the “Per Share Purchase Price”). The Warrant shall not have a cashless exercise feature. The price per Unit shall be based on a pre-money valuation of $25,000,000. The Shares and Warrants will have anti-dilution price protection on a weighted average basis for securities issued by the Company for a two-year period after the Closing except for securities issued (a) share pursuant to the Company’s Stock Compensation Plans; (b) pursuant to strategic financings; and (c) for acquisitions. The Offering shall be for a minimum amount of Series A Convertible Preferred Stock$7,000,000 and a maximum of $10,000,000. Concurrently with the closing of the Offering, par value $.001 per share, the shareholders of the Company shall have transferred all their shares of capital stock to a public company in exchange for shares of such public company (the "SERIES A PREFERRED STOCK") “Reverse Merger”). Hunter shall assist the Company in identifying and forty structuring the acquisition of an appropriate public company (40) Class A Common Stock Purchase Warrants (“Pubco”). Such services are referred to herein as the "WARRANTS")“Reverse Merger Services.” Hunter shall be responsible for the cost of acquiring a controlling interest in the public company. Upon consummation of the Reverse Merger, each of which are initially exercisable into one (1) share of common stock, par value $.001, the shareholders of the Company will collectively own 90.1% of Pubco on a fully diluted basis prior to giving effect to the Offering. The Company shall file an SB-2 registration statement (“Registration Statement”) no later than forty-five (45) days following the closing of the Offering pursuant to the terms of a Registration Rights Agreement. The Company will use its best efforts to have it declared effective 120 days after the closing of the Offering (the "COMMON STOCK" which, collectively with “Closing”). The securities to be included in the UnitsSB-2 registration statement are the Shares and the Common Stock issuable pursuant to the exercise of the Investor Warrants, the shares Bridge Warrants and Placement Agent Warrants (as such terms are defined herein). No additional securities shall be included unless the Company shall have first received Hunter’s prior written consent. The Registration Rights Agreement will set forth certain liquidated damage payments if the Registration Statement is not timely filed or declared effective within the time period set forth in such Agreement. All moneys raised in the Offering shall be placed in a non-interest bearing account until the minimum-funding amount is deposited. Upon Closing, proceeds shall first be applied to pay off any interest and principal outstanding under the Bridge Loan (as defined herein). Hunter shall not be obligated to sell any Units and this Offering by Hunter shall be solely on a “best efforts basis.” The initial term of Series A Preferred Stock this Agreement shall be for a period from the date of this Agreement until November 30, 2006 unless terminated sooner by the mutual written agreement of the Company and Hunter. The period commencing on the Warrants, date of execution of this Agreement and ending on November 30 2006 is referred to herein as the "SECURITIES"), “Placement Term.” The Company shall prepare a Private Placement Memorandum which Securities shall be issued true and correct in all material respects. The Offering shall be conducted pursuant to Regulation D promulgated by the investor(sSecurities and Exchange Commission (the “SEC”) and shall be offered and sold only to “Accredited Investors” as that term is defined in Regulation D. The Offering is intended to qualify as a Regulation D, Rule 506 transaction. The purchase of the Placement (an "INVESTOR" or the "INVESTORS"). (b) The Placement will Units shall be made pursuant to the Memorandum (as defined below). The Securities will not be registered under the Securities Act of 1933, as amended, or any applicable successor statute (the "ACT"), but will be issued in reliance on the private offering exemption available under Section 4(2) of the Act and the rules and regulations promulgated thereunder, including Regulation D ("REGULATION D"). The Placement Agent understands that all subscriptions for Units are subject to acceptance by the Company. The Company and the Placement Agent reserve the right in their reasonable discretion to accept or reject any or all subscriptions for Units in whole or in part, regardless whether any funds have been deposited into an escrow account. Any subscription monies received by the Placement Agent from Investors will be handled in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), whether or not the Placement Agent is subject to the Exchange Act, and as otherwise may be prescribed by the terms of a Unit Purchase Agreement among the Memorandum (as defined in Section 2 below). (c) Until the Closing (as defined below) is held, all subscription funds received shall be held by Continental Stock Transfer & Trust Company (the "ESCROW AGENT"). The Placement Agent shall not have any independent obligation to verify the accuracy or completeness purchasers of any information contained in any Subscription Documents (as defined in Section 2 below) or the authenticity, sufficiency or validity of any check delivered by any prospective Investor in payment for the Units, nor shall on the Placement Agent incur any liability with respect one hand, and the Company, on the other hand, on terms and conditions acceptable to any such verification or failure to verify. All subscription checks and funds shall be promptly and directly delivered without offset or deduction to Hunter (the Escrow Agent“Purchase Agreement”).

Placement. (a) The securities of the Company Preferred Stock, which are is the subject of the Placement Placement, shall consist of that number of shares (i) equal to a minimum aggregate amount of $2,500,000 (the “Minimum Amount”) divided by a purchase price of the lower of: (A) $2.80 per share of Preferred Stock or (B) the price equal to a thirty (30) percent discount to the ten (10) day volume weighted average price of the Common Stock as reported by the NASDAQ Capital Market as of the close of business on the business day immediately preceding the date of the initial closing of the Placement, but in no event less than $2.00 per share of Preferred Stock (the “Purchase Price”), rounded up to Two Million Dollars the nearest whole share, and (ii) up to a maximum aggregate amount of $2,000,000) 15,000,000 (the "MAXIMUM AMOUNT"“Maximum Amount”) of units divided by the Purchase Price, rounded up to the nearest whole share, with such Minimum Amount subject to a decrease at the joint discretion of the Placement Agent and the Company and such Maximum Amount subject to an increase at the joint discretion of the Placement Agent and the Company equal to that number of shares of Preferred Stock equal to $10,000,000 divided by the Purchase Price, rounded up to the nearest whole share (such potential increase, the "UNITS"“Over-Allotment Option”), with each Unit consisting of: one (1) share . The minimum individual subscription amount shall be $50,000 in aggregate amount of Series A Convertible Preferred Stock, par value provided that the Company and the Placement Agent may agree, in their discretion, to allow subscriptions for less than $.001 per share50,000. The Preferred Stock, together with the Warrants, the Conversion Shares, the Warrant Shares, the Placement Agent Warrants (as defined below), and the Common Stock issuable upon exercise of the Company (the "SERIES A PREFERRED STOCK") and forty (40) Class A Common Stock Purchase Placement Agent Warrants (the "WARRANTS"“Placement Agent Conversion Shares”), each of which are initially exercisable into one (1) share of common stock, par value $.001, of the Company (the "COMMON STOCK" which, collectively with the Units, the shares of Series A Preferred Stock and the Warrants, is referred to herein as the "SECURITIES"), which Securities shall be issued to the investor(s) in the Placement (an "INVESTOR" or the "INVESTORS")“Securities.” (b) The Placement will be made by the Company solely pursuant to the Memorandum Offering Documents (as defined below). The Securities will not be registered under the Securities Act of 1933, as amended, or any applicable successor statute (the "ACT"“Act”), but will be issued in reliance on the private offering exemption available under Section 4(24(a)(2) of the Act and the rules and regulations promulgated thereunder, including Regulation D of the Act ("REGULATION “Regulation D"”). The Placement Agent understands that all subscriptions for Units the Investor Securities are subject to acceptance by the Company. The Each of the Company and the Placement Agent reserve the right in their reasonable sole discretion to accept or reject any or all subscriptions for Units Investor Securities in whole or in part, regardless of whether any funds have been deposited into an escrow account. Any subscription monies received by the Placement Agent from Investors will be handled in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"“Exchange Act”), whether or not the Placement Agent is subject to the Exchange Act, and as otherwise may be prescribed by the terms of the Memorandum Offering Documents (as defined in Section 2 below). (c) Until the Initial Closing (as defined below) is held, all subscription funds received shall be held by Continental Stock Transfer & Trust Collegiate Peaks Bank or such other escrow agent as the Company and Placement Agent may mutually agree (the "ESCROW AGENT"“Escrow Agent”). The Placement Agent shall use reasonably commercial effort to obtain accurate and complete information from Investors in the Subscription Documents (as defined in Section 2 below), but shall not have any independent obligation to verify the accuracy or completeness of any information contained in any Subscription Documents (as defined in Section 2 below) or the authenticity, sufficiency or validity of any check delivered by any prospective Investor in payment for the UnitsInvestor Securities, nor shall the Placement Agent incur any liability with respect to any such verification or failure to verify. All subscription checks and funds shall be promptly and directly delivered without offset or deduction to the Escrow Agent.

Placement. (a) The securities of the Company which are the subject of the Placement shall consist of be up to Two Six Million Dollars ($2,000,0006,000,000) of 7% Senior Secured Convertible Debentures ("Debentures") and Warrants (the "Warrants") equal to 100 % of the Conversion Shares (as defined in the Securities Purchase Agreement) (the Debentures and Warrants are referred to herein as the "Units") (the "MAXIMUM AMOUNT"). (i) The Units, the Debentures, the Warrants, the Warrant Shares and the Placement Agent Warrants (as both defined in the Securities Purchase Agreement) (and underlying securities) are sometimes referred to collectively herein as the "SECURITIES." (b) The Placement Agent will, on an exclusive basis, conduct the Placement on a "best efforts" basis, it being understood and agreed, however, that the Placement Agent shall have the right, in its sole discretion, to invite other NASD member firms to participate in the Placement, and to pay (or, with the reasonable agreement of the Company, cause the Company to pay) a portion of the compensation to be received by the Placement Agent pursuant to this Agreement to any such NASD member firm. The Company shall not pursue any other equity financing (including convertible securities) of units the Company's securities during the term of this Agreement. (c) The Initial Closing is expected to be on or before the Termination Date (hereinafter defined) (the "INITIAL CLOSING DATE"), subject to extension by the Placement Agent in its sole discretion without notice to investors in the Placement (the "INVESTORS"), and Subsequent Closings may be conducted during the Offering Period (defined below) until the date on which the Maximum Amount is subscribed for by Investors and accepted by the Company (the "UNITSFINAL CLOSING DATE"). Unless terminated earlier in the Company's sole discretion, the offering period for the Placement (the "OFFERING PERIOD") will commence on the date hereof and expire on the earlier to occur of: (i) March 31, 2006 (the "TERMINATION DATE"), with each Unit consisting of: one (1ii) share the date on which the Maximum Amount is subscribed for and accepted by the Company or (iii) the termination of Series A Convertible Preferred Stock, par value $.001 per share, the Placement pursuant to the terms of this Agreement. The Termination Date may be extended by an additional 30 days by mutual agreement of the Company (the "SERIES A PREFERRED STOCK") and forty (40) Class A Common Stock Purchase Warrants (the "WARRANTS"), each of which are initially exercisable into one (1) share of common stock, par value $.001, of the Company (the "COMMON STOCK" which, collectively with the Units, the shares of Series A Preferred Stock and the Warrants, is referred to herein as the "SECURITIES"), which Securities shall be issued Placement Agent without notice to the investor(s) in the Placement (an "INVESTOR" or the "INVESTORS")Investors. (bd) The Placement will be made pursuant to the Memorandum Securities Purchase Agreement (as defined in Section 2 below). The Securities will not be registered under the Securities Act of 1933, as amended, or any applicable successor statute (the "SECURITIES ACT"), but will be issued in reliance on the private offering exemption available under Section 4(2) of the Securities Act and the rules Rules and regulations Regulations (as defined below) promulgated thereunder, including Regulation D ("REGULATION D"). The Placement Agent understands that all subscriptions for Units are subject to acceptance by the Company. The Company and the Placement Agent reserve the right in their reasonable discretion to accept or reject any or all subscriptions for Units Units, in whole or in part, regardless whether any funds have been deposited into an escrow account. Any subscription monies received by As used herein, the Placement Agent from Investors will be handled in accordance with Rule 15c2-4 term "RULES AND REGULATIONS" means the applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), whether or not the Placement Agent is subject to and the Exchange Act, and as otherwise may be prescribed by the terms of the Memorandum (as defined in Section 2 below). (c) Until the Closing (as defined below) is held, all subscription funds received shall be held by Continental Stock Transfer & Trust Company (the "ESCROW AGENT"). The Placement Agent shall not have any independent obligation to verify the accuracy or completeness of any information contained in any Subscription Documents (as defined in Section 2 below) or the authenticity, sufficiency or validity of any check delivered by any prospective Investor in payment for the Units, nor shall the Placement Agent incur any liability with respect to any such verification or failure to verify. All subscription checks and funds shall be promptly and directly delivered without offset or deduction to the Escrow Agent.

Placement. The Company hereby engages Hunter to act as its exclusive placement agent (aexcept as hereinafter provided) The securities of in a transaction on a “best efforts” basis involving the Company which are the subject of the Placement shall consist of up to Two Million Dollars ($2,000,000) (the "MAXIMUM AMOUNT") of units of issuance and sale by the Company (the "UNITS"“Offering”) of $500,000 principal amount Universal Guardian Holdings Inc. 6 Month Secured Convertible Debentures (the “Debentures”), with each Unit consisting of: one . The Debentures will be secured by a pledge of 750,000 shares under a Pledge Agreement (1the “Pledge Agreement”) share dated the date of Series A Convertible Preferred Stock, par value $.001 per share, the Debentures by certain officers and employees of the Company (in favor of the "SERIES A PREFERRED STOCK"holders of the Debentures. The closing of the Offering will take place on January 10, 2005. The current penalty of $30,000 due Hunter in respect of the Company’s failure to file an SB-2 Registration Statement under paragraph 5.1(a) and forty (40) Class A of that certain May 25, 2004, Common Stock Purchase Warrants Agreement (“Common Stock Purchase Agreement”) will be deducted from the "WARRANTS"), each of which are initially exercisable into one (1) share of common stock, par value $.001, proceeds of the Offering and paid to Hunter. Thereafter, the monthly penalty as provided for under the Common Stock Purchase Agreement shall remain in effect , and shall be payable by the Company (no later than the "COMMON STOCK" which25th day of each calendar month. Hunter shall not be obligated to sell any Debentures and this Offering by Hunter shall be solely on a “best efforts basis.” On or before February 11, collectively 2005, the Company shall file a Form SB-2 with the Units, SEC the shares closing of Series A Preferred Stock the Debentures covering not only previous securities with respect to which existing agreements between Hunter and the Warrants, is referred to herein as the "SECURITIES"), which Securities shall be issued to the investor(s) Company that are in the Placement (an "INVESTOR" or the "INVESTORS"). (b) The Placement will be made pursuant to the Memorandum (as defined below). The Securities will not be registered under the Securities Act of 1933, as amended, or any applicable successor statute (the "ACT")place, but will be issued also all warrants owned by Hunter, all shares into which the Debentures are convertible and such other shares as 1250/04;JM0343.DOC;1 Hunter shall approve in reliance on the private offering exemption available under Section 4(2) of the Act and the rules and regulations promulgated thereunder, including Regulation D ("REGULATION D"). The Placement Agent understands that all subscriptions for Units are subject to acceptance by the Companywriting. The Company and shall use its best efforts to have the Placement Agent reserve SB-2 declared effective within 120 days of the right in their reasonable discretion closing. The Offering shall be conducted pursuant to accept or reject any or all subscriptions for Units in whole or in part, regardless whether any funds have been deposited into an escrow account. Any subscription monies received Regulation D promulgated by the Placement Agent from Investors will be handled in accordance with Rule 15c2-4 under the Securities and Exchange Act of 1934, as amended Commission (the "EXCHANGE ACT"), whether or not the Placement Agent “SEC”) and shall be offered and sold only to “Accredited Investors” as that term is subject to the Exchange Act, and as otherwise may be prescribed by the terms of the Memorandum (as defined in Section 2 below)Regulation D. The Offering is intended to qualify as a Regulation D, Rule 506 transaction. (c) Until the Closing (as defined below) is held, all subscription funds received shall be held by Continental Stock Transfer & Trust Company (the "ESCROW AGENT"). The Placement Agent shall not have any independent obligation to verify the accuracy or completeness of any information contained in any Subscription Documents (as defined in Section 2 below) or the authenticity, sufficiency or validity of any check delivered by any prospective Investor in payment for the Units, nor shall the Placement Agent incur any liability with respect to any such verification or failure to verify. All subscription checks and funds shall be promptly and directly delivered without offset or deduction to the Escrow Agent.

Placement. Simultaneously with the Closing Date, (ai) The securities the Sponsor will purchase from the Company, pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 2,500,000 private placement warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 1,166,667 Placement Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase price of $1.50 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Company which are the subject Act. The private placement of the Placement shall consist of up Warrants to Two Million Dollars ($2,000,000) (the "MAXIMUM AMOUNT") of units of the Company (the "UNITS"), with each Unit consisting of: one (1) share of Series A Convertible Preferred Stock, par value $.001 per share, of the Company (the "SERIES A PREFERRED STOCK") and forty (40) Class A Common Stock Purchase Warrants (the "WARRANTS"), each of which are initially exercisable into one (1) share of common stock, par value $.001, of the Company (the "COMMON STOCK" which, collectively with the Units, the shares of Series A Preferred Stock Sponsor and the Warrants, Representative is referred to herein as the "SECURITIES")“Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, which Securities assigned or transferred by the Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be issued to deposited into the investor(s) in Trust Account. The Representative acknowledges and agrees that the Placement (an "INVESTOR" or Warrants and the "INVESTORS"). (b) The Placement will be made underlying Ordinary Shares acquired by the Representative pursuant to the Memorandum Representative Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (as defined below“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). The Securities will Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be registered under sold, transferred, assigned, pledged or hypothecated nor may they be the Securities Act subject of 1933any hedging, as amendedshort sale, derivative, put, or any applicable successor statute (call transaction that would result in the "ACT"), but will be issued in reliance on the private offering exemption available under Section 4(2) effective economic disposition of the Act ​ ​ securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the rules and regulations promulgated thereunderofficers, including Regulation D ("REGULATION D"). The Placement Agent understands that partners, registered persons or affiliates thereof, if all subscriptions for Units are subject to acceptance by the Company. The Company and the Placement Agent reserve the right in their reasonable discretion to accept or reject any or all subscriptions for Units in whole or in part, regardless whether any funds have been deposited into an escrow account. Any subscription monies received by the Placement Agent from Investors will be handled in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), whether or not the Placement Agent is securities so transferred remain subject to the Exchange Act, and as otherwise may be prescribed by lock-up restriction for the terms remainder of the Memorandum (as defined in Section 2 below)time period. (c) Until the Closing (as defined below) is held, all subscription funds received shall be held by Continental Stock Transfer & Trust Company (the "ESCROW AGENT"). The Placement Agent shall not have any independent obligation to verify the accuracy or completeness of any information contained in any Subscription Documents (as defined in Section 2 below) or the authenticity, sufficiency or validity of any check delivered by any prospective Investor in payment for the Units, nor shall the Placement Agent incur any liability with respect to any such verification or failure to verify. All subscription checks and funds shall be promptly and directly delivered without offset or deduction to the Escrow Agent.

Placement. (a) The securities Simultaneously with payment for and delivery of the Company which are Units at the subject closing of the Placement shall consist of up and subject to Two Million Dollars the following sentence, the Company shall: ($2,000,000A) (pay to the "MAXIMUM AMOUNT") of units Placement Agent a placement agent fee equal to 6% of the Company gross proceeds of Units sold in the Placement; and (the "UNITS"), with each Unit consisting of: one (1B) share of Series A Convertible Preferred Stock, par value $.001 per share, of the Company (the "SERIES A PREFERRED STOCK") and forty (40) Class A Common Stock Purchase Warrants (the "WARRANTS"), each of which are initially exercisable into one (1) share of common stock, par value $.001, of the Company (the "COMMON STOCK" which, collectively with the Units, the shares of Series A Preferred Stock and the Warrants, is referred to herein as the "SECURITIES"), which Securities shall be issued issue to the investor(s) Placement Agent or its designees five-year warrants in the Placement (an "INVESTOR" or the "INVESTORS"). (b) The Placement will form to be made pursuant agreed to the Memorandum (as defined below). The Securities will not be registered under the Securities Act of 1933, as amended, or any applicable successor statute (the "ACT"), but will be issued in reliance on the private offering exemption available under Section 4(2) of the Act and the rules and regulations promulgated thereunder, including Regulation D ("REGULATION D"). The Placement Agent understands that all subscriptions for Units are subject to acceptance by the Company. The Company and the Placement Agent reserve to purchase that number of Shares as equals 8% of the right Shares and Warrant Shares underlying the Units sold in their reasonable discretion the Placement at exercise prices per Share equal to accept or reject any or all subscriptions for Units in whole or in partthe Per Share Purchase Price and Market Price, regardless whether any funds have been deposited into an escrow account. Any subscription monies received by respectively (the “Agent’s Warrants”); provided, however, that if affiliates of the Placement Agent from Investors have been appointed to the Board prior to the Closing pursuant to the provisions of Section 4(j) hereof, the Agent’s Warrants will be handled in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), whether or not placed into escrow and issued to the Placement Agent is subject upon receipt of the Approval; provided, however, that the Company may issue the Agent’s Warrants earlier if the directors affiliated with the Placement Agent thereafter resign from the Board and the Company and Commonwealth determine, after conferring with Nasdaq, that such issuance will not violate the applicable listing requirements of the Nasdaq. The Company shall also, upon presentation of appropriate receipts and invoices, reimburse the Placement Agent for up to $50,000 of its accountable expenses, including legal fees. With respect to Units purchased upon the conversion of Bridge Notes held by ComVest, the fees due to the Exchange ActPlacement Agent pursuant to clauses (A) and (B) above shall be 4% and 6%, respectively; with respect to Units purchased by Kinecta Corporation, the fees due to the Placement Agent pursuant to clauses (A) and as otherwise may (B) above shall be prescribed 3% and 4%, respectively; and with respect to Units purchased by the terms any of the Memorandum (as defined in Section 2 below). (c) Until investors listed on Exhibit A to the Closing (as defined below) is heldTerm Sheet dated April 12, all subscription funds received 2002, no fees shall be held by Continental Stock Transfer & Trust due to the Placement Agent pursuant to clauses (A) and (B) above unless the Placement Agent and the Company (the "ESCROW AGENT")have entered into a fee-sharing arrangement with Ladenburg ▇▇▇▇▇▇▇▇. The Company shall also pay all expenses in connection with the qualification of the Units under the securities or Blue Sky laws of the states which the Placement Agent shall not have any independent obligation to verify the accuracy or completeness designate, including reasonable legal fees, filing fees and disbursements of any information contained Placement Agent’s counsel in any Subscription Documents (as defined in Section 2 below) or the authenticity, sufficiency or validity of any check delivered by any prospective Investor in payment for the Units, nor shall the Placement Agent incur any liability connection with respect to any such verification or failure to verify. All subscription checks and funds shall be promptly and directly delivered without offset or deduction to the Escrow AgentBlue Sky matters.