Placement of the Notes. Each of the Issuer and the Co-Issuer intends that the Notes be placed through the Lead Placement Agent as soon after this Agreement has become effective as is advisable in the judgment of the Lead Placement Agent. The Issuer and Co-Issuer confirm that they have authorized the Lead Placement Agent, subject to the restrictions set forth below, to distribute copies of the offering memorandum dated April 17, 2014 (the “Offering Memorandum”) in connection with the placement of the Notes.
Placement of the Notes. The Company intends to offer and sell certain or all of the Notes through the efforts of its own officers and personnel without the payment of a brokerage commission or sales incentives. However, the Company also reserves the right to engage the services of one or more registered broker-dealers serving as a placement agent (a “Placement Agent”) to offer and sell the Notes on a best-efforts basis, and in connection with sales to investors introduced to the Offering through the efforts of such Placement Agent(s), if at all, the Company will agree to pay to the Placement Agent: (i) a placement fee of up to five percent (5%) of the principal amount of Notes; (ii) a retainer in such amount or amounts as may be determined in the discretion of the Company; (iii) warrants to purchase up to three percent (3%) of the underlying securities at the applicable offering price; and (iv) such amounts as are necessary to cover the reasonable and ordinary out-of-pocket expenses of the Placement Agent.
Placement of the Notes. The Company intends to offer and sell certain or all of the Notes through the efforts of its own officers and personnel without the payment of a brokerage commission or sales incentives. However, the Company also reserves the right to engage the services of one or more registered broker-dealers serving as a placement agent (a “Placement Agent”) to offer and sell the Notes on a best-efforts basis, and in connection with sales to investors introduced to the Offering through the efforts of such Placement Agent(s), if at all, the Company will agree to pay to the Placement Agent: (i) a placement fee of up to seven (7%) percent of the principal amount of Notes; (ii) a one-time retainer in such amount or amounts as may be determined in the discretion of the Company; and (iii) such amounts as are necessary to cover the reasonable and ordinary out-of-pocket expenses of the Placement Agent.
Placement of the Notes. The Placement Agent shall, as the agent of the Borrower, arrange to place the Notes with investors, each of which shall be an "accredited investor" within the meaning of Rule 501(a) of Regulation D of the Securities Exchange Commission (the "Purchasers"), on or before each Date of Issuance. The Purchasers are to purchase the Notes at a price equal to 100% of the principal amount thereof. It is understood that the purchase of the Notes by the Purchasers is subject to (a) on the Date of Issuance of the Series A Notes, (i) receipt by the Placement Agent of: opinions of counsel to the Bank and the Borrower meeting the requirements specified in Section 2.06(a) of the Series A Note Agreement; a letter from any Rating Agency evidencing a rating on the Series A Notes satisfactory to the Placement Agent; a certified copy of resolutions of the board of directors of the Borrower authorizing the execution, delivery and performance by the Borrower of this Agreement, the Note Agreement, the Notes and the Related Documents to which it is a party; executed copies (or duplicates thereof) of the Related Documents, each of which shall be in form and substance satisfactory to the Placement Agent, and such other documents, instruments and approvals (and, if requested by the Placement Agent, certified duplicates of executed copies thereof) and opinions as the Placement Agent may reasonably request; and (ii) satisfaction of the other conditions specified in Section 2.06(a) of the Series A Note Agreement and in the Related Documents; and (b) on the Date of Issuance of the Series B Notes, satisfaction of the conditions specified in Section 2.06(a) of the Series B Note Agreement. Purchasers shall be required to deposit the purchase price of Notes with the Placement Agent on or before each Date of Issuance for transfer by the Placement Agent on such Date of Issuance as provided in Section 4 below. The Borrower hereby approves the Placement of the Notes by the Placement Agent from time to time to prospective Purchasers on the terms set forth herein. The Placement Agent may execute and perform any of its duties hereunder or under the Note Agreement through agents, attorneys, employees or co-placement agents and shall not be responsible for the misconduct or negligence of any agent, attorney, employee or co-placement agent appointed with due care.
