The Placement Clause Samples

The Placement. 2.1 RW shall use reasonable skill and care in the sourcing and Introduction of Candidates to the Client. 2.2 The Client shall provide RW with details of the particular Placement, including the anticipated Salary Package, job description and any other information reasonably necessary to enable RW to assess the suitability of a Candidate for that Placement. 2.3 Insofar as a Candidate or a third party provides details (whether in the form of academic or professional qualifications, professional background, experience or the like) relating to the Candidate, RW provides no warranty or representation as to the accuracy of such information and RW will not be liable to the Client for any loss (including direct loss, indirect or consequential loss, loss of profit, loss of anticipated revenue, loss of reputation or regulatory fines) or damage, nor shall RW bear any responsibility for any Client legal costs and expenses associated with such matters, whether arising directly or indirectly, as a result of such inaccurate or misleading information and the Client acknowledges that it is their sole responsibility and obligation undertake its own investigations to verify any information provided in respect of that Candidate and ensure that the same is accurate and correct. 2.4 Where the Client has instructed RW to approach a particular Candidate on the Client’s behalf, the Client shall indemnify and keep RW indemnified against all liabilities, costs, expenses, damages and direct losses and all interest, penalties and reasonable legal and professional costs and expenses suffered or incurred by RW as a result of claims made against RW in connection with such instruction provided that RW has complied with its obligation to use reasonable skill and care and has not acted negligently or illegally in such regard. 2.5 RW gives no representation or warranty that any Candidate is or will be willing and/or available to accept any Placement. 2.6 RW will not be liable for any and all losses, including direct losses, indirect or consequential losses, loss of profit, loss of actual or anticipated savings, loss of anticipated revenue, loss of reputation or regulatory fines, liabilities, costs and expenses (including legal costs and expenses) incurred by the Client arising from the Candidate’s acts or omissions including their acts or omissions in the performance of their employment (whether on a permanent or Fixed Term Placement basis) with the Client. 2.7 The Client acknowledges that th...

The Placement. The Placement is expected to consist of a sale of up to a maximum amount of $75.0 million of the Company's Securities. Aegis will act as placement agent for the Placement subject to, among other matters referred to herein and additional customary conditions, completion of Aegis's due diligence examination of the Company and its affiliates, submission of listing of additional shares notification form with the Nasdaq Capital Market ("Exchange") of the Securities to be issued, and the execution of one or a series of definitive Subscription Agreements in connection with the Placement (the "Subscription Agreement"). The actual size of the Placement, the precise number of Securities to be offered by the Company and the offering price will be the subject of continuing negotiations between the Company and the investors thereto. In connection with the entry into any Subscription Agreement (each a "Closing"), the Company (i) will meet with Aegis and its representatives to discuss such due diligence matters and to provide such documents as Aegis may require; (ii) will not file with the Commission any document regarding the Placement without the prior approval of Aegis and its counsel; (iii) will deliver to Aegis and the investors in the Placement such legal and accounting opinions and letters (including, without limitation, accounting comfort letters, legal opinions, negative assurance letters, good standing certificates and officers' and secretary certificates) as Aegis may require, all in form and substance acceptable to Aegis and (iv) will ensure that Aegis is a third party beneficiary of all representations, warranties, covenants, closing conditions and deliverables in connection with the Placement.

The Placement. The Placement is expected to consist of a base sale of up to approximately $8.0 million of the Company’s Securities (“Subscription Amount”). The structure of the Placement will be common stock and/or pre-funded warrants to purchase common stock. The pricing of the Placement will be as set forth in the Pricing Disclosure attached hereto. Aegis will act as placement agent for the Placement subject to, among other matters referred to herein and additional customary conditions, completion of Aegis’s due diligence examination of the Company and its affiliates, listing approval by of the Nasdaq Stock Exchange (the “Exchange”) of the Securities to be issued, and the execution of this Agreement and receipt of any other applicable regulatory approvals. The actual Subscription Amount and the offering price will be the subject of continuing negotiations between the Company, Aegis and investors.

The Placement. The Placement is expected to consist of a sale of up to $7.0 million (the “Total Subscription Amount”) of the Company’s Securities. The structure of the Placement will be one (1) Common Share and one (1) paper Warrant. The Warrant will be exercisable for one (1) Common Share with a strike price at the public offering price and a five (5) year term. The pricing of the Placement will be as set forth in the Pricing Disclosure attached hereto. Aegis will act as Placement Agent for the Placement subject to, among other matters referred to herein and additional customary conditions, completion of Aegis’s due diligence examination of the Company and its affiliates, listing approval by the Nasdaq Capital Market (“Exchange”) of the Securities to be issued, and the execution of this Agreement and receipt of any other applicable regulatory approvals. The actual size of the Placement, the precise number of Securities to be offered by the Company and the offering price will be the subject of continuing negotiations between the Company and Aegis.

The Placement. (a) First Community Bank Corporation of America (the “Company”) proposes to issue in a public offering (the “Offering”) up to 600,000 units (“Units”), each of which consists of (a) one share of 10.00% cumulative convertible preferred stock, Series B, par value $0.01 with a liquidation preference of $25.00 per share (“Preferred Stock”) and (b) 4.165 shares (the “Initial Shares”, together with the Preferred Stock, the “Securities”) of the Company’s common stock, par value $0.05 per share (the “Common Stock”). Units will be offered at a price of $33.33 in cash per Unit (the “Offering Price”). The terms of the Preferred Stock will be set forth in Articles of Amendment to the Amended and Restated Articles of Incorporation (the “Articles of Amendment”) to be filed by the Company with the Secretary of State of the State of Florida. Each share of the Preferred Stock will be convertible into shares of Common Stock of the Company at the conversion price of $2.50 per share of Common Stock, subject to adjustments, as set forth in the Articles of Amendment. The shares issuable upon conversion of the Preferred Stock are called the “Conversion Shares”. This Placement Agreement (the “Agreement”), the Articles of Amendment and other documents related to the Offering are referred to as the “Transaction Documents.” (b) The Company has filed with the Securities and Exchange Commission (the “Commission” or “SEC”) a registration statement on Commission Form S-1 (File No. 333-163198) under the Securities Act of 1933 and the Commission’s rules and regulations thereunder (the “Securities Act”), and have filed such amendments to such registration statement on Form S-1, if any, as may have been required prior to the date hereof. The Company will prepare and file such additional amendments thereto as may hereafter be required. The prospectus in the form included in the Registration Statement with respect to the Offering or, if the prospectus included

The Placement. The Placement is expected to consist of a sale of approximately $9.15 million of the Company’s Securities. Aegis will act as placement agent for the Placement subject to, among other matters referred to herein and additional customary conditions, completion of Aegis’s due diligence examination of the Company and its affiliates, listing approval by the Nasdaq Capital Market (“Exchange”) of the Securities to be issued, and the execution of a definitive Securities Purchase Agreement in connection with the Placement (the “Securities Purchase Agreement”). The actual size of the Placement, the precise number of Securities to be offered by the Company and the offering price will be the subject of continuing negotiations between the Company and the investors thereto. In connection with the entry into the Securities Purchase Agreement, the Company (i) will meet with Aegis and its representatives to discuss such due diligence matters and to provide such documents as Aegis may require; (ii) will not file with the Commission any document regarding the Placement without the prior approval of Aegis and its counsel; (iii) will deliver to Aegis and the investors in the Placement such legal and accounting opinions and letters (including, without limitation, accounting comfort letters, legal opinions, negative assurance letters, good standing certificates and officers’ and secretary certificates) as Aegis may require, all in form and substance acceptable to Aegis and (iv) will ensure that Aegis is a third party beneficiary of all representations, warranties, covenants, closing conditions and deliverables in connection with the Placement. If at any time prior to the completion of the offer and sale of the Securities an event occurs that would cause the Transaction Documents (as supplemented or amended) to contain an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will notify Aegis immediately of such event and Aegis will suspend solicitations of the prospective purchasers of the Securities until such time as the Company shall prepare a supplement or amendment to the Transaction Documents that corrects such statement or omission.

The Placement. The Placement is expected to consist of a registered direct offering of up to approximately $15 million (the “Subscription Amount”) of the Company’s ADSs and warrants to purchase ADSs at agreed upon pricing with the investors. Aegis will act as placement agent for the Placement subject to, among other matters referred to herein and additional customary conditions, completion of Aegis’s due diligence examination of the Company and its affiliates, listing approval by the Nasdaq Capital Market (the “Exchange”) of the Securities to be issued, and the execution of definitive transaction agreements between the Company and investors in connection with the Placement (the “Transaction Documents”). The actual size of the Placement, the precise number of Securities to be offered by the Company and the offering price will be the subject of continuing negotiations between the Company and investors.

The Placement. The Placement is expected to consist of a sale of the Company’s Securities. Chaince will act as placement agent for the Placement subject to, among other matters referred to herein and additional customary conditions, completion of Chaince’s due diligence examination of the Company and its affiliates, listing approval by the Nasdaq Capital Market (“Exchange”) of the Securities to be issued, and the execution of definitive securities purchase agreements (“Securities Purchase Agreements”). The actual size of the Placement, the precise number of Securities to be offered by the Company and the offering price will be the subject of continuing negotiations between the Company and the investors thereto. In connection with the entry into the Securities Purchase Agreement, the Company (i) will meet with Chaince and its representatives to discuss such due diligence matters and to provide such documents as Chaince may require; (ii) will not file with the Commission any document regarding the Placement without the prior approval of Chaince and its counsel; (iii) will deliver to Chaince and the investors in the Placement such legal and accounting opinions and letters (including, without limitation, legal opinions, negative assurance letters, good standing certificates and officers’ and secretary certificates) as Chaince may require, all in form and substance acceptable to Chaince and (iv) will ensure that Chaince is a third party beneficiary of all representations, warranties, covenants, closing conditions and deliverables in connection with the Placement.

The Placement. The Placement is expected to consist of a sale of approximately $1.5 million of the Company’s Securities. Spartan will act as placement agent for the Placement subject to, among other matters referred to herein and additional customary conditions, completion of Spartan’s due diligence examination of the Company and its affiliates, listing approval by the Nasdaq Capital Market (“Exchange”) of the Securities to be issued, and the execution of a definitive Securities Purchase Agreement in connection with the Placement (the “Securities Purchase Agreement”). The actual size of the Placement, the precise number of Securities to be offered by the Company and the offering price will be the subject of continuing negotiations between the Company and the investors thereto. In connection with entry into the Securities Purchase Agreement, the Company (i) will meet with Spartan and its representatives to discuss such due diligence matters and to provide such documents as Spartan may require; (ii) will not file with the Commission any document regarding the Placement without the prior approval of Spartan and its counsel; (iii) will deliver to Spartan and the investors in the Placement such legal and accounting opinions and letters (including, without limitation, accounting comfort letters, legal opinions, negative assurance letters, good standing certificates and officers’ and secretary certificates) as Spartan may require, all in form and substance acceptable to Spartan and (iv) will ensure that Spartan is a third party beneficiary of all representations, warranties, covenants, closing conditions and deliverables in connection with the Placement.