Common use of The Placement Agent Clause in Contracts

The Placement Agent. The Placement Agent, a member firm of the Financial Industry Regulatory Authority (“FINRA”), is acting as the exclusive placement agent for the Company in placing this Offering. If all of the Units are sold, the Company will receive gross proceeds of $5,000,000 less the expenses of this Offering. Management estimates that these expenses, including the fee and expense allowance payable to the Placement Agent described below, will be approximately $10,000. The Placement Agent will receive a fee equal to 10%, due diligence fee of up to $150,000, and will also reimburse the Placement Agent for all reasonable out-of-pocket expenses incurred by Agent in performing its services hereunder, including reasonable attorney’s fees incurred by the Placement Agent in connection with a Placement in an amount not to exceed $10,000. The Company will also grant to the Placement Agent, for nominal consideration, a warrant, exercisable over a five-year period commencing on the final Closing Date of the Offering, to purchase such number of Units, including the Notes, the EdgePoint Common Stock and the Warrants included therein, as shall equal 10% of the number of Units sold in the Offering at an exercise price equal to 100% of the Unit offering price. The undersigned understands that, except as may be required by applicable regulations of FINRA, the Placement Agent has not independently verified the information provided to her/him with respect to the Company. Accordingly, there is no representation by the Placement Agent as to the completeness or accuracy of such information.