Placement Agent Agreement Sample Contracts

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PetroShare Corp. – PLACEMENT AGENT AGREEMENT September 11, 2017 (November 14th, 2017)

The Company proposes to offer and sell to a limited number of accredited investors up to $6,000,000 of Series B Unsecured Convertible Promissory Notes (the "Offering"). The Series B Notes bear interest at 15% per year and mature on December 31, 2018 (the "Series B Notes"). The Series B Notes can be converted at any time into shares of the Company's common stock, initially at a conversion price of $1.50 per share.

Cytodyn Inc – PLACEMENT AGENT AGREEMENT August 8, 2017 (September 8th, 2017)

This Placement Agent Agreement (Agreement) is made by and between CytoDyn Inc., a Delaware corporation (the Company), and Paulson Investment Company, LLC, a Delaware limited liability company (the Placement Agent), as of the date first above written. The Company hereby engages the Placement Agent to assist the Company as its exclusive placement agent in arranging an offering of its equity securities (the Securities) which will be subject to a registration statement (the Registration Statement) on Form S-3 previously declared effective by the United States Securities and Exchange Commission (the SEC) , on terms to be determined by the parites hereto (the Offering). The terms of the Offering will be more fully described in the definitive transaction documents pertaining to the Offering, to be prepared by the Company, with the assistance of the Placement Agent.

GREAT BASIN SCIENTIFIC, INC. 2,575,000 Class a Units, Each Class a Unit Consisting of One Share of Common Stock and One Series J Warrant to Purchase Two and One-Half Shares of Common Stock and 6,366,666 Class B Units, Each Class B Unit Consisting of One Series K Pre-Funded Warrant to Purchase One Share of Common Stock and One Series J Warrant to Purchase Two and One-Half Shares of Common Stock PLACEMENT AGENT AGREEMENT (June 20th, 2017)
Viking Therapeutics – VIKING THERAPEUTICS, INC. Common Stock and Warrants PLACEMENT AGENT AGREEMENT (June 19th, 2017)
GREAT BASIN SCIENTIFIC, INC. ______ Class a Units, Each Class a Unit Consisting of One Share of Common Stock and One Series J Warrant to Purchase Two and One- Half Shares of Common Stock and ______ Class B Units, Each Class B Unit Consisting of One Series K Pre-Funded Warrant to Purchase One Share of Common Stock and One Series J Warrant to Purchase Two and One-Half Shares of Common Stock PLACEMENT AGENT AGREEMENT (June 15th, 2017)
GREAT BASIN SCIENTIFIC, INC. ______ Class a Units, Each Class a Unit Consisting of One Share of Common Stock and One Series J Warrant to Purchase Two Shares of Common Stock and ______ Class B Units, Each Class B Unit Consisting of One Series K Pre-Funded Warrant to Purchase One Share of Common Stock and One Series J Warrant to Purchase Two Shares of Common Stock PLACEMENT AGENT AGREEMENT (June 8th, 2017)
Fresh Medical Laboratories, Inc. – FRESH MEDICAL LABORATORIES, INC. PLACEMENT AGENT AGREEMENT March 6, 2017 (May 22nd, 2017)
Ohr Pharmaceutical Inc. – OHR PHARMACEUTICAL, INC. 20,250,032 Shares of Common Stock and 14,175,059 Warrants to Purchase One Share of Common Stock PLACEMENT AGENT AGREEMENT (April 6th, 2017)

Ohr Pharmaceutical, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to the purchasers (the "Offering"), pursuant to the terms and conditions of this Placement Agent Agreement (this "Agreement") and the Securities Purchase Agreements in the form of Exhibit A attached hereto (the "Subscription Agreements"), entered into with the purchasers identified therein (each a "Purchaser" and collectively, the "Purchasers") an aggregate of 20,250,032 shares (the "Shares") of common stock, par value $0.0001 per share (the "Common Stock"), of the Company and 14,175,059 warrants (the "Warrants"), each Warrant entitles the holder to purchase one share of Common Stock at an exercise price of $1.00 per share at any time prior to the expiration thereof the five year anniversary of issuance (the "Warrant Shares"). The Shares, the Warrants and the Warrant Shares are collectively referred to as the "Securities". The Purchasers shall receive .7 of a Warrant for each Share purchased an

PetroShare Corp. – PLACEMENT AGENT AGREEMENT December 16, 2016 (February 3rd, 2017)

The Company proposes to offer and sell to a limited number of accredited investors up to 120 Units (Units) at a price of $50,000 per Unit (the Offering) for a total of $6,000,000. Each Unit consists of one $50,000 Unsecured Convertible Promissory Note and 33,333 Warrants. The Notes bear interest at 10% per year and mature on December 31, 2018. The Notes can be converted at any time into shares of the Companys common stock, initially at a conversion price of $1.50 per share. Each Warrant allows the Holder to purchase 33,333 shares of the Companys common stock at a price of $3.00 per share.

Cytodyn Inc – PLACEMENT AGENT AGREEMENT January 11, 2017 (January 31st, 2017)

This Placement Agent Agreement (Agreement) is made by and between CytoDyn Inc., a Delaware corporation (the Company), and Paulson Investment Company, LLC, an Oregon limited liability company (the Placement Agent), as of the date first above written. The Company hereby engages the Placement Agent to assist the Company as its exclusive placement agent in arranging an offering of its equity securities (the Securities) which will be subject to a registration statement (the Registration Statement) on Form S-3 previously declared effective by the United States Securities and Exchange Commission (the SEC) , on terms to be determined by the parites hereto (the Offering). The terms of the Offering will be more fully described in the definitive transaction documents pertaining to the Offering, to be prepared by the Company, with the assistance of the Placement Agent.

GREAT BASIN SCIENTIFIC, INC. ________ Units, Each Unit Consisting of One Share of Series G Mandatorily Convertible Preferred Stock and One Series I Warrant to Purchase ________ Shares of Common Stock PLACEMENT AGENT AGREEMENT (January 10th, 2017)
Clearsign Combustion Corporatio – Shares of Common Stock and Warrants as Units, Each Unit Consisting of One Share and One Warrant to Be Sold in a Rights Offering and Best Efforts Public Offering 2,594,082 Units CLEARSIGN COMBUSTION CORPORATION DEALER MANAGER AND PLACEMENT AGENT AGREEMENT (December 7th, 2016)

ClearSign Combustion Corporation, a Washington corporation (the "Company"), proposes to conduct a rights offering (the "Rights Offering"), pursuant to which the Company will distribute to holders of record of its common stock, $0.0001 par value per share ("Common Stock"), as of December 19, 2016, subscription rights (the "Rights") to subscribe for up to an aggregate of 2,594,082 units (the "Units"), each Unit consisting of one share of Common Stock ("Shares") and a two-year warrant representing the right to purchase one share of Common Stock at an exercise price of $4.00 per share ("Warrants"), at a subscription price of $4.00 per Unit in cash (the "Subscription Price") for up to an aggregate of approximately $10,376,328 in gross proceeds. Pursuant to this agreement ("Agreement"), the Company appoints MDB Capital Group, LLC ("MDB") as exclusive dealer manager and as exclusive placement agent, as provided herein and subject to the terms and conditions thereof.

Mustang Bio, Inc. – PLACEMENT AGENT AGREEMENT Dated: August 3, 2016 (November 14th, 2016)
MVP REIT II, Inc. – Mvp American Securities, Llc Lead Placement Agent Agreement (November 2nd, 2016)

MVP REIT II, Inc. (the "Company") is a Maryland corporation that has elected to be taxed as a real estate investment trust (a "REIT") for federal income tax purposes. MVP Capital Partners II, LLC, a Nevada limited liability company, serves as the Company's sponsor (the "Sponsor").

Endurance Exploration Group, Inc. – Placement Agent Agreement (October 18th, 2016)

The undersigned, Endurance Exploration Group, Inc., a Nevada corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries of the Company, the Company), hereby confirms its agreement with GVC Capital LLC, (hereinafter referred to as you (including its correlatives) or the Placement Agent), with respect to the sale by the Company, through the Placement Agent, on a best efforts basis, of not less than 5,000,000 (the Minimum Amount) Units, consisting of one of the Companys common stock and one warrant (the Units), and no more than 15,000,000 Units (the Minimum Amount).

CAPSTONE TURBINE CORPORATION 3,600,000 Shares of Common Stock Series a Warrants to Purchase 6,300,000 Shares of Common Stock and Pre-Funded Series B Warrants to Purchase 2,700,000 Shares of Common Stock PLACEMENT AGENT AGREEMENT (October 18th, 2016)
Antriabio Inc – First Amended and Restated Placement Agent Agreement (September 28th, 2016)

This First Amended and Restated Placement Agent Agreement is made by and between AntriaBio, Inc., a Delaware corporation (the "Company"), and Paulson Investment Company, LLC, an Oregon limited liability company ("PA"), as of the date first above written. The Company hereby engages PA to assist the Company as its exclusive placement agent (with the exception of Brookline Securities, LLC and Silver Leaf Partners, LLC, both of whom were engaged to assist the Company in the Offering prior to the date hereof) in obtaining financing through a private placement of the Company's equity securities (the "Offering"). The terms of the Offering will be more fully described in the Private Placement Memorandum (the "PPM") and Unit Purchase Agreement ("UPA") for the Offering. The parties hereby agree as follows:

LuckyCom – Placement Agent Agreement (August 31st, 2016)

This letter agreement (this "Agreement") confirms the terms of our agreement pursuant to which Luckycom, Inc. (the "Company") has engaged Jianwen Li (the "Placement Agent") to act as the Company's placement agent in connection with one or more sales by the Company to the Purchasers (as defined below) identified by the Placement Agent to the Company (each, a "Transaction" and together the "Transactions") of up to 120,000 shares (the "Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"), at a price of $1.00 per share pursuant to Regulation S of the Securities Act of 1933, as amended (the "Securities Act") (the "Engagement").

oncothyreon – 17,250 Shares CASCADIAN THERAPEUTICS, INC. Series D Convertible Preferred Stock PLACEMENT AGENT AGREEMENT (June 23rd, 2016)
GREAT BASIN SCIENTIFIC, INC. 3,160,000 Units, Each Unit Consisting of One Share of Common Stock and One Series G Warrants to Purchase One Share of Common Stock PLACEMENT AGENT AGREEMENT (May 26th, 2016)
GREAT BASIN SCIENTIFIC, INC. Units, Each Unit Consisting of One Share of Common Stock and Series G Warrants to Purchase One Share of Common Stock PLACEMENT AGENT AGREEMENT (May 24th, 2016)
Asiya Pearls, Inc. – PLACEMENT AGENT AGREEMENT April 10, 2015 (May 13th, 2016)

This Placement Agent Agreement is made by and between QPagos, S.A.P.I. DE C.V., a company duly incorporated in Mexico City, Mexico, registration number QPA 131 106 6H7 ("QPagos" or the "Company"), and Paulson Investment Company, LLC, an Oregon limited liability company (the "Placement Agent"), as of the date first above written. The Company hereby engages the Placement Agent to assist the Company as its exclusive Placement Agent in obtaining $_______ in financing through a private placement of its units of its common stock ("Common Stock") and warrants to purchase shares of Common on terms to be agreed upon between the Company and the Placement Agent (the "Financing"), as described in and pursuant to the terms and conditions described in definitive transaction documents to be prepared by the Company with the assistance of the Placement Agent. The Placement Agent shall have the right to engage one or more sub-agents as provided herein. For purposes of this Agreement, the "Company" shall

Cadiz, Inc. 7.00% Convertible Senior Notes Due 2020 PLACEMENT AGENT AGREEMENT (April 29th, 2016)
GREAT BASIN SCIENTIFIC, INC. [*] Class a Units, Each Class a Unit Consisting of One Share of Common Stock and One Series E Warrant to Purchase One Share of Common Stock and [*] Class B Units, Each Class B Unit Consisting of One Pre- Funded Series F Warrant to Purchase One Share of Common Stock and One Series E Warrant to Purchase One Share of Common Stock PLACEMENT AGENT AGREEMENT (February 9th, 2016)
Clean Diesel Technologies, Inc. – CLEAN DIESEL TECHNOLOGIES INC. 883,862 Shares of Common Stock Series B Pre- Funded Warrants to Purchase 1,686,138 Shares of Common Stock and Series a Warrants to Purchase 771,000 Shares of Common Stock PLACEMENT AGENT AGREEMENT (November 23rd, 2015)
Placement Agent Agreement (October 30th, 2015)

. UQM Technologies, Inc., a Colorado corporation (the "Company"), proposes to issue and sell to the purchasers, pursuant to the terms and conditions of this Placement Agent Agreement (this "Agreement") and the Subscription Agreements in the form of Exhibit A attached hereto (the "Subscription Agreements") entered into with the purchasers identified therein (each a "Purchaser" and, collectively, the "Purchasers"), up to an aggregate of 8,000,000 units (the "Units"), with each Unit consisting of (i) one share of common stock (each a "Share"), $0.01 par value per share (the "Common Stock") of the Company and (ii) one warrant to purchase 0.5 of a share of Common Stock (each a "Warrant," and collectively, the "Warrants"). Units will not be issued or certificated. The Shares and Warrants are immediately separable and will be issued separately. The terms and conditions of the Warrants are set forth in Exhibit B attached hereto. The Company hereby confirms that Oppenheimer & Co. Inc. ("Oppen

Star Scientific, Inc. – Placement Agent Agreement (June 17th, 2015)
DELMAR PHARMACEUTICALS, INC. [____] Shares of Common Stock and [____]Warrants to Purchase One Share of Common Stock PLACEMENT AGENT AGREEMENT (June 12th, 2015)

DelMar Pharmaceuticals, Inc., a Nevada corporation (the "Company"), proposes to issue and sell to the purchasers, pursuant to the terms and conditions of this Placement Agent Agreement (this "Agreement") and the Subscription Agreements in the form of Exhibits A and B attached hereto (the "Subscription Agreements"), entered into with the purchasers identified therein (each a "Purchaser" and collectively, the "Purchasers") an aggregate of [____] shares (the "Shares") of common stock, par value $0.001 per share (the "Common Stock"), of the Company and [___]warrants (the "Warrants"), each Warrant entitles the holder to purchase one share of Common Stock at an exercise price of $[____] per share at any time prior to the expiration thereof on [____] (the "Warrant Shares"). The Shares, the Warrants and the Warrant Shares are collectively referred to as the "Securities". The Shares and the Warrants shall be immediately separable and transferable upon issuance. The terms of the Warrants are set

Atossa Genetics Inc. – And Pre-Funded Warrants to Purchase 3,610,997 Shares of Common Stock PLACEMENT AGENT AGREEMENT (June 10th, 2015)
Actinium Pharmaceuticals, Inc. – ACTINIUM PHARMACEUTICALS, INC. Common Stock, Par Value $0.001 Per Share Placement Agent Agreement (June 5th, 2015)

Actinium Pharmaceuticals, Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to certain purchasers, pursuant to the terms of this Placement Agency Agreement (this "Agreement") and the Subscription Agreements in form attached hereto as Exhibit A (the "Subscription Agreement") entered into with the purchasers identified therein (each, a "Purchaser" and collectively, the "Purchasers"), One Million Nine Hundred Twenty-Three and Seventy-Eight (1,923,078) shares (the "Securities") of its common stock, par value $0.001 per share (the "Common Stock"). The Company desires to engage Laidlaw & Company (UK) Ltd. as the exclusive placement agent (collectively, the "Placement Agent") and Laidlaw & Company (UK) Ltd. as the representative of the several Placement Agents (the "Representative") in connection with the offering, issuance and sale of the Securities.

Placement Agent Agreement (May 20th, 2015)
Bg Staffing, Inc. Placement Agent Agreement (May 5th, 2015)
SPEED COMMERCE, INC. 13,035,713 Shares of Common Stock Series a Warrants to Purchase Up to 7,776,784 Shares of Common Stock Series B Warrants to Purchase Up to 2,000,000 Shares of Common Stock PLACEMENT AGENT AGREEMENT (April 16th, 2015)
REMARK MEDIA, INC. Shares of Common Stock PLACEMENT AGENT AGREEMENT (March 31st, 2015)
Pedevco Corp. – Placement Agent Agreement (December 19th, 2014)

National Securities Corporation is pleased to act as placement agent for PEDEVCO Corp., a Texas corporation (the "Company"), and we both agree pursuant to this Placement Agent Agreement (this "Agreement") as follows: