Common use of Appointment of Placement Agent Clause in Contracts

Appointment of Placement Agent. (a) On the basis of the written and documented representations and warranties of the Company provided herein, and subject to the terms and conditions set forth herein, the Placement Agent is hereby appointed as an exclusive Placement Agent of the Company during the Offering Period (as defined in Section 1(b) below) to assist the Company in finding qualified subscribers for the Offering. The Placement Agent may assist the Company to sell the Bridge Notes through other broker-dealers who are FINRA members (collectively, the “Sub Agents”) and may reallow all or a portion of the Placement Agent Fees (as defined in Section 3(b) below) it receives to such other Sub Agents or pay a finders or consultant fee to such other Sub Agents as allowed by applicable law. On the basis of such representations and warranties and subject to such terms and conditions, the Placement Agent hereby accepts such appointment and agrees to perform the services hereunder diligently and in good faith and in a professional and businesslike manner and in compliance with applicable law and to use its reasonable best efforts to assist the Company in finding subscribers for the Bridge Notes who qualify as “accredited investors,” as such term is defined in Rule 501(a) of Regulation D (as defined in Section 1(c) below). The Placement Agent has no obligation to purchase any of the Bridge Notes or sell any Bridge Notes. Unless sooner terminated in accordance with this Agreement, the engagement of the Placement Agent hereunder shall continue until the later of the Termination Date (as defined in Section 1(b) below) or the Final Closing (as defined in Section 4(e) below). The Offering is currently anticipated to be the private placement of a maximum of gross proceeds of Three Million Dollars ($3,000,000) (the “Maximum Amount”), subject to increase upon mutual agreement by the Company and the Placement Agent, through the sale of the Bridge Notes, which are convertible into units of the Company’s securities (the “Units”), each Unit consisting of one (1) share (the “Unit Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and a warrant (the “Unit Warrants”) to purchase one (1) share of Common Stock for every share of Common Stock received upon conversion (the “Unit Warrant Shares”) at an exercise price equal to 125% of the price at which the Company’s equity securities are sold in Qualified Offering (as defined below). The offering price per Bridge Note is par (100%) (the “Offering Price”). The minimum subscription is Twenty Five Thousand Dollars ($25,000), provided, however, that subscriptions in lesser amounts may be accepted by the Company in its sole discretion. The Bridge Notes will be an obligation of the Company that will bear interest at the rate of twelve percent (12%) per annum and will mature on the date that is six (6) months from the date of issuance, subject to earlier conversion as described below. The interest on the Bridge Notes shall be accrued and shall be payable at maturity. The Bridge Notes will be secured by a security interest in and lien on all now owned or hereafter acquired assets and property, real and personal, of the Company and its subsidiaries, including the Company’s intellectual property pursuant to the Security Agreement by and between the Company and the subscribers in the Offering (the “Security Agreement”). Except as put forth in the Subscription Documents, as defined below, the security interest in and liens on all assets and property of the Company will be a first priority security interest and will be senior to all existing indebtedness of the Company. Mandatory conversion of the principal amount of the Notes, and any accrued and unpaid interest, into Units following a qualified offering (a “Qualified Offering”) of at least Fifteen Million Dollars ($15,000,000) (including the capital raised in this Offering) in equity securities or securities convertible into or exercisable for equity securities (“Equity Financing Securities”), at a conversion price per Unit equal to the lesser of 80% of (a) the price per share of the Equity Financing Securities sold in the Qualified Offering, or (b) $2.00 (the “Mandatory Conversion”).

Appointment of Placement Agent. (a) On the basis of the written representations, warranties and documented representations and warranties agreements of the Company provided hereinherein contained, and subject to all the terms and conditions set forth hereinof this Agreement, the Placement Agent is hereby appointed as an exclusive shall be the Placement Agent of the Company Agent, during the Offering Period (as defined in Section 1(b3(b) below) to assist ), in connection with the offering and sale by the Company in finding qualified subscribers for of the OfferingSecurities pursuant to the Company's registration statement on Form S-3 (File No. 333-217089), with the terms of the Offering to be subject to market conditions and negotiations between the Company, the Placement Agent and the Investors. The Placement Agent may assist offer the Company to sell the Bridge Notes Securities through other broker-dealers who are FINRA members (collectively, the “Sub Agents”) and may reallow all or a portion of the Placement Agent Fees Agent’s Broker Compensation (as defined in Section Sections 3(a) and 3(b) below) it receives to such other Sub Agents or pay a finders or consultant fee to such other Sub Agents as allowed by applicable law. On the basis of such representations and warranties and subject to such terms and conditions, the Placement Agent hereby accepts such appointment and agrees to perform the services hereunder diligently and in good faith and in a professional and businesslike manner and in compliance with applicable law and to use its reasonable best efforts to assist the Company in finding subscribers for of the Bridge Notes who qualify as “accredited investors,” as such term is defined in Rule 501(a) of Regulation D (as defined in Section 1(c) below)Securities. The Placement Agent has no obligation to purchase any of the Bridge Notes Securities or sell any Bridge NotesSecurities. Unless sooner terminated in accordance with this Agreement, the engagement of the Placement Agent hereunder shall continue until the later of the Termination Date (as defined in Section 1(b) below) or the Final Closing (as defined in Section 4(e) below). The Offering is currently anticipated to be the private placement registered direct offering of Units (“Units”), with each Unit consisting of (i) one share of the Company’s Common Stock, par value $0.0001 (each, a “Share”) and (ii) one warrant exercisable for a period of five (5) years to purchase one share of Common Stock with an above market exercise price per share (each, a “Warrant” and collectively with the Shares, the “Securities”). The Offering is for a maximum of gross proceeds of Three Twenty-five Million Dollars ($3,000,00025,000,000) (the “Maximum AmountOffering”), subject to increase upon mutual agreement by the Company and the Placement Agent, through the sale of the Bridge Notes, which are convertible into units of the Company’s securities (the “Units”), each Unit consisting of one (1) share (the “Unit Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and a warrant (the “Unit Warrants”) to purchase one (1) share of Common Stock for every share of Common Stock received upon conversion (the “Unit Warrant Shares”) at an exercise price equal to 125% of the price at which the Company’s equity securities are sold in Qualified Offering (as defined below). The offering price per Bridge Note is par (100%) (the “Offering Price”). The minimum subscription is Twenty Five Thousand Dollars ($25,000), provided, however, that subscriptions in lesser amounts may be accepted by the Company in its sole discretion. The Bridge Notes will be an obligation of the Company that will bear interest at the rate of twelve percent (12%) per annum and will mature on the date that is six (6) months from the date of issuance, subject to earlier conversion as described below. The interest on the Bridge Notes shall be accrued and shall be payable at maturity. The Bridge Notes will be secured by a security interest in and lien on all now owned or hereafter acquired assets and property, real and personal, of the Company and its subsidiaries, including the Company’s intellectual property pursuant to the Security Agreement by and between the Company and the subscribers in the Offering (the “Security Agreement”). Except as put forth in the Subscription Documents, as defined below, the security interest in and liens on all assets and property of the Company will be a first priority security interest and will be senior to all existing indebtedness of the Company. Mandatory conversion of the principal amount of the Notes, and any accrued and unpaid interest, into Units following a qualified offering (a “Qualified Offering”) of at least Fifteen Million Dollars ($15,000,000) (including the capital raised in this Offering) in equity securities or securities convertible into or exercisable for equity securities (“Equity Financing Securities”), at a conversion price above market per Unit in an amount equal to the lesser of 80% of (a1) the average closing market price per share of the Equity Financing Securities sold in Common Stock for the Qualified Offeringlast five (5) consecutive trading days ending on the close of trading day immediately preceding the entry into the binding securities purchase agreement plus 1/8 of one point (or $0.125), or (b2) the closing market price of the Common Stock on the trading day immediately preceding the entry into the binding securities purchase agreement plus 1/8 of one point (or $2.00 0.125) (the “Mandatory ConversionPurchase Price”).

Appointment of Placement Agent. (a) On the basis of the written and documented representations and warranties of the Company provided herein, and subject to the terms and conditions set forth herein, the Placement Agent is hereby appointed as an exclusive Placement Agent of the Company during the Offering Period (as defined in Section 1(b3(b) below) to assist the Company in finding qualified subscribers for the Offering. The Placement Agent may assist the Company to sell the Bridge Notes Securities through other broker-dealers who are FINRA members (collectively, the “Sub Agents”) and may reallow all or a portion of the Placement Agent Brokers’ Fees (as defined in Section 3(a) and 3(b) below) it receives to such other Sub Agents or pay a finders or consultant fee to such other Sub Agents as allowed by applicable law. On the basis of such representations and warranties and subject to such terms and conditions, the Placement Agent hereby accepts such appointment and agrees to perform the services hereunder diligently and in good faith and in a professional and businesslike manner and in compliance with applicable law and to use its reasonable best efforts to assist the Company in finding subscribers for of the Bridge Notes Securities who qualify as “accredited investors,” as such term is defined in Rule 501(a) 501 of Regulation D (as defined in Section 1(c) below). D. The Placement Agent has no obligation to purchase any of the Bridge Notes Securities or sell any Bridge NotesSecurities. Unless sooner terminated in accordance with this Agreement, the engagement of the Placement Agent hereunder shall continue until the later of the Termination Date (as defined in Section 1(b) below) or the Final Closing (as defined in Section 4(e) below). The Offering is currently anticipated to be the private placement of a minimum of gross proceeds of $3,350,000 (the “Minimum Offering”) and a maximum of gross proceeds of Three Million Dollars ($3,000,000) 4,000,000 (the “Maximum AmountOffering”), subject to increase upon mutual agreement by the Company and the Placement Agent, ) through the sale of the Bridge Notes, which are convertible into units of the Company’s securities (the “Units”), each Unit consisting of one (1) share (the “Unit Shares”) of the Company’s common stockSeries B Preferred Stock, par value $0.0001 0.000001 per share share, of the Company (the “Common Preferred Stock”) and a warrant (), at the “Unit Warrants”) to purchase one (1) Purchase Price of $1.25 per share of Common Stock for every share of Common Stock received upon conversion (the “Unit Warrant Shares”) at an exercise price equal to 125% of the price at which the Company’s equity securities are sold in Qualified Offering (as defined below). The offering price per Bridge Note is par (100%) (the “Offering Price”). The minimum subscription is Twenty Five Thousand Dollars ($25,000), Twenty Thousand (20,000 shares), provided, however, that subscriptions in lesser amounts may be accepted by the Company in its sole discretion. The Bridge Notes will be an obligation of the Company that will bear interest at the rate of twelve percent (12%) per annum and will mature on the date that is six (6) months from the date of issuance, subject to earlier conversion as described below. The interest on the Bridge Notes shall be accrued and shall be payable at maturity. The Bridge Notes will be secured by a security interest in and lien on all now owned or hereafter acquired assets and property, real and personal, of the Company and its subsidiaries, including the Company’s intellectual property pursuant to the Security Agreement by and between the Company and the subscribers in the Offering (the “Security Agreement”). Except as put forth in the Subscription Documents, as defined below, the security interest in and liens on all assets and property of the Company will be a first priority security interest and will be senior to all existing indebtedness of the Company. Mandatory conversion of the principal amount of the Notes, and any accrued and unpaid interest, into Units following a qualified offering (a “Qualified Offering”) of at least Fifteen Million Dollars ($15,000,000) (including the capital raised in this Offering) in equity securities or securities convertible into or exercisable for equity securities (“Equity Financing Securities”), at a conversion price per Unit equal to the lesser of 80% of (a) the price per share of the Equity Financing Securities sold in the Qualified Offering, or (b) $2.00 (the “Mandatory Conversion”).

Appointment of Placement Agent. (a) On the basis of the written and documented representations and warranties of the Company provided herein, and subject to the terms and conditions set forth herein, the Placement Agent is hereby appointed as an exclusive Placement Agent of the Company during the Offering Period (as defined in Section 1(b) below) to assist the Company in finding qualified subscribers for the Offering. The Placement Agent may assist the Company to sell the Bridge Notes through other broker-dealers who are FINRA members (collectively, the “Sub Agents”) and may reallow all or a portion of the Placement Agent Fees (as defined in Section 3(b) below) it receives to such other Sub Agents or pay a finders or consultant fee to such other Sub Agents as allowed by applicable law, provided, however, that the engagement of any such Sub Agent will be subject to the written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed and shall be provided within two business days of the Company’s receipt of notice. On the basis of such representations and warranties and subject to such terms and conditions, the Placement Agent hereby accepts such appointment and agrees to perform the services hereunder diligently and in good faith and in a professional and businesslike manner and in compliance with applicable law and to use its reasonable best efforts to assist the Company in finding subscribers for the Bridge Notes who qualify as “accredited investors,” as such term is defined in Rule 501(a) of Regulation D (as defined in Section 1(c) below). The Placement Agent has no obligation to purchase any of the Bridge Notes or sell any Bridge Notes. Unless sooner terminated in accordance with this Agreement, the engagement of the Placement Agent hereunder shall continue until the later of the Termination Date (as defined in Section 1(b) below) or the Final Closing (as defined in Section 4(e) below). The Offering is currently anticipated to be the private placement of a minimum of net proceeds of Two Million Dollars ($2,000,000) (the “Minimum Amount”) and a maximum of gross net proceeds of Three Million Dollars ($3,000,000) (the “Maximum Amount”), subject to increase upon mutual agreement by the Company and the Placement Agent, ) through the sale of the Bridge Notes. Net proceeds shall mean gross proceeds less the Placement Agent Cash Fees and Placement Agent Expenses. In the event the Offering is oversubscribed, which are convertible into units the Company, with the consent of the Company’s securities Placement Agent, may sell up to an additional Five Hundred Thousand Dollars (the “Units”), each Unit consisting of one (1) share (the “Unit Shares”$500,000) of net proceeds from the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and a warrant (the “Unit Warrants”) to purchase one (1) share sale of Common Stock for every share of Common Stock received upon conversion (the “Unit Warrant Shares”) at an exercise price equal to 125% of the price at which the Company’s equity securities are sold in Qualified Offering (as defined below)Bridge Notes. The offering price per Bridge Note is par (100%) (the “Offering Price”). The minimum subscription is Twenty Five Fifty Thousand Dollars ($25,00050,000), provided, however, that subscriptions in lesser amounts may be accepted by the Company in its sole discretion. The Bridge Notes will be an obligation of the Company that will bear accrue interest from the date of issuance through the date of repayment at the rate of twelve percent (12%) per annum and will mature on the date that is six twelve (612) months from the date of issuance, subject to earlier conversion acceleration as described below. The interest Interest on the Bridge Notes shall be accrued payable commencing September 1, 2016 and shall be payable at maturitymonthly thereafter in shares of the Common Stock except as otherwise provided in the Bridge Notes. The Bridge Notes will be secured by a security interest in and lien on all now owned or hereafter acquired assets and property, real and personal, Intellectual Property of the Company and its subsidiaries, including the Company’s intellectual property pursuant to the Security Agreement by and between the Company and the subscribers in the Offering (the “Security Agreement”). Except as put forth otherwise provided in the Subscription Documents, as defined belowBridge Notes, the security interest in and liens on all assets and property Intellectual Property of the Company and its subsidiaries will be a first priority security interest and will be senior to all existing and future indebtedness of the Company. Mandatory conversion The maturity date of the principal amount of the Notes, and any accrued and unpaid interest, into Units following a qualified offering (a “Qualified Offering”) of at least Fifteen Million Dollars ($15,000,000) (including the capital raised in this Offering) in equity securities or securities convertible into or exercisable for equity securities (“Equity Financing Securities”), at a conversion price per Unit equal Bridge Notes is subject to the lesser of 80% of (a) the price per share of the Equity Financing Securities sold acceleration in the event of a Qualified Offering or Non-Qualified Offering, or (b) $2.00 (as such terms are defined in the “Mandatory Conversion”)Bridge Notes.

Appointment of Placement Agent. (a) On the basis of the written and documented representations and warranties of the Company provided herein, and subject to the terms and conditions set forth herein, the Placement Agent is hereby appointed as an exclusive Placement Agent of the Company during the Offering Period (as defined in Section 1(b) below) to assist the Company in finding qualified subscribers for the Offering. The Placement Agent may assist the Company to sell the Bridge Notes through other broker-dealers who are FINRA members (collectively, the “"Sub Agents”") and may reallow all or a portion of the Placement Agent Fees (as defined in Section 3(b) below) it receives to such other Sub Agents or pay a finders or consultant fee to such other Sub Agents as allowed by applicable law. On the basis of such representations and warranties and subject to such terms and conditions, the Placement Agent hereby accepts such appointment and agrees to perform the services hereunder diligently and in good faith and in a professional and businesslike manner and in compliance with applicable law and to use its reasonable best efforts to assist the Company in finding subscribers for the Bridge Notes who qualify as “"accredited investors,” " as such term is defined in Rule 501(a) of Regulation D (as defined in Section 1(c) below). The Placement Agent has no obligation to purchase any of the Bridge Notes or sell any Bridge Notes. Unless sooner terminated in accordance with this Agreement, the engagement of the Placement Agent hereunder shall continue until the later of the Termination Date (as defined in Section 1(b) below) or the Final Closing (as defined in Section 4(e) below). The Offering is currently anticipated to be the private placement of a minimum of gross proceeds of Two Million Dollars ($2,000,000) (the "Minimum Amount") and a maximum of gross proceeds of Three Five Million Dollars ($3,000,0005,000,000) (the “"Maximum Amount”), subject to increase upon mutual agreement by the Company and the Placement Agent, ") through the sale of the Bridge Notes, which are convertible into units of the Company’s 's securities (the “"Units”"), each Unit consisting of one (1) share (the “"Unit Shares”") of the Company’s 's common stock, par value $0.0001 per share (the “"Common Stock”") and a warrant (the “"Unit Warrants”") to purchase one (1) share of Common Stock for every share of Common Stock received upon conversion (the “"Unit Warrant Shares”) at Shares")at an exercise price equal to 125% of the price at which the Company’s 's equity securities are sold in Qualified Offering (as defined below). The offering price per Bridge Note is par (100%) (the “"Offering Price”"). The minimum subscription is Twenty Five Thousand Dollars ($25,000), provided, however, that subscriptions in lesser amounts may be accepted by the Company in its sole discretion. The Bridge Notes will be an obligation of the Company that will bear interest at the rate of twelve percent (12%) per annum and will mature on the date that is six (6) months from the date of issuance, subject to earlier conversion as described below. The interest on the Bridge Notes shall be accrued and shall be payable at maturity. The Bridge Notes will be secured by a security interest in and lien on all now owned or hereafter acquired assets and property, real and personal, of the Company and its subsidiaries, including the Company’s 's intellectual property pursuant propertypursuant to the Security Agreement by and between the Company and the subscribers in the Offering (the “"Security Agreement”"). Except as put forth in the Subscription Documents, as defined below, the The security interest in and liens on all assets and property of the Company will be a first priority security interest and will be senior to all existing indebtedness of the Company. Mandatory conversion of the principal amount of the Notes, and any accrued and unpaid interest, into Units following a qualified offering (a “"Qualified Offering”") of at least Fifteen Million Dollars ($15,000,000) (including the capital raised in this Offering) in equity securities or securities convertible into or exercisable for equity securities (“"Equity Financing Securities”"), at a conversion price per Unit equal to the lesser of 80% of (a) the price per share of the Equity Financing Securities sold in the Qualified Offering, or (b) $2.00 7.00 (the “"Mandatory Conversion”").

Appointment of Placement Agent. (a) On the basis of the written and documented representations and warranties of the Company provided herein, and subject to the terms and conditions set forth herein, the Placement Agent is hereby appointed as an exclusive a Placement Agent of the Company during the Offering Period (as defined in Section 1(b) below) to assist the Company in finding qualified subscribers for the Offering. The Placement Agent may assist offer the Company to sell the Bridge Notes securities through other broker-dealers who are FINRA members (collectively, the “Sub Agents”) ), and the Placement Agent may reallow all or a portion of the Placement Agent Fees Broker Compensation (as defined in Section 3(b) below) it receives to such other Sub Agents or pay a finders or consultant fee to such other Sub Agents as allowed by applicable law; provided, however, that the engagement of any such Sub Agent will be subject to the written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. On the basis of such representations and warranties and subject to such terms and conditions, the Placement Agent hereby accepts such appointment and agrees to perform the services hereunder diligently and diligently, in good faith and faith, in a professional and businesslike manner and in compliance with applicable law and to use its reasonable best efforts to assist the Company in finding subscribers for the Bridge Notes securities who qualify as “accredited investorsAccredited Investors,” as such term is defined in Rule 501(a) of Regulation D (“Regulation D”) as defined in promulgated by the United States Securities and Exchange Commission (the “SEC”) under Section 1(c4(a)(2) belowof the Securities Act of 1933, as amended (the “Act”). The Placement Agent has no obligation to purchase any of the Bridge Notes securities or sell any Bridge Notessecurities. Unless sooner terminated in accordance with this Agreement, the engagement of the Placement Agent hereunder shall continue until the later of the Termination Date (as defined in Section 1(b) below) or the Final Closing (as defined in Section 4(e) below). The Offering is currently anticipated to be for the private placement of a maximum of gross proceeds of Three up to Fourteen Million Dollars ($3,000,00014,000,000) (the “Maximum Offering Amount”), subject to increase upon mutual agreement by the Company and the Placement Agent, through ) from the sale of the Bridge Notes, which are convertible into units (i) an aggregate of the Company’s securities (the “Units”), each Unit consisting of one (1) share (the “Unit Shares”) 9,335,553 shares of the Company’s common stockstock (the “Common Stock”), par value $0.0001 per share (the each a “Share”), (ii) Series E warrants to purchase up to an aggregate of 9,335,553 shares of Common Stock”) and , with a warrant (the “Unit Warrants”) to purchase term of one (1) share year from the effectiveness of Common Stock for every share of Common Stock received upon conversion (the “Unit Warrant Shares”) at registration statement and an exercise price equal to 125% of the price at which the Company’s equity securities are sold in Qualified Offering (as defined below). The offering price per Bridge Note is par (100%) $2.1275 (the “Offering PriceSeries E Warrants”). The minimum subscription is Twenty Five Thousand Dollars , and ($25,000)iii) Series F warrants to purchase up to an aggregate of 9,335,553 shares of Common Stock, provided, however, that subscriptions in lesser amounts may be accepted by the Company in its sole discretion. The Bridge Notes will be an obligation with a term of the Company that will bear interest at the rate of twelve percent five (12%5) per annum and will mature on the date that is six (6) months years from the date of issuance, subject to earlier conversion as described below. The interest on the Bridge Notes shall be accrued issuance and shall be payable at maturity. The Bridge Notes will be secured by a security interest in and lien on all now owned or hereafter acquired assets and property, real and personal, an exercise price of the Company and its subsidiaries, including the Company’s intellectual property pursuant to the Security Agreement by and between the Company and the subscribers in the Offering $1.725 (the “Security AgreementSeries F Warrants” and collectively with the Shares and the Series E Warrants, the “Securities”). Except as put forth in the Subscription DocumentsEach Share, as defined below, the security interest in Series E Warrant and liens on all assets and property of the Company Series F Warrant will be a first priority security interest and will be senior to all existing indebtedness sold together for an aggregate purchase price of the Company. Mandatory conversion of the principal amount of the Notes, and any accrued and unpaid interest, into Units following a qualified offering (a “Qualified Offering”) of at least Fifteen Million Dollars ($15,000,000) (including the capital raised in this Offering) in equity securities or securities convertible into or exercisable for equity securities (“Equity Financing Securities”), at a conversion price per Unit equal to the lesser of 80% of (a) the price per share of the Equity Financing Securities sold in the Qualified Offering, or (b) $2.00 (the “Mandatory Conversion”)1.50.