FUNDS REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, LISTED IN APPENDIX A(1) (EACH THE "FUND"(2)) MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (THE "SELLING AGENT") FORM OF PLACEMENT AGENCY AGREEMENTExcelsior Multi-Strategy Hedge Fund of Funds (Ti 2), LLC • February 25th, 2010 • New York
Company FiledFebruary 25th, 2010 Jurisdiction
FUNDS REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, LISTED IN APPENDIX A(1) (EACH THE "FUND"(2)) MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (THE "SELLING AGENT") FORM OF PLACEMENT AGENCY AGREEMENTExcelsior Multi-Strategy Hedge Fund of Funds (Te 2), LLC • February 25th, 2010 • New York
Company FiledFebruary 25th, 2010 Jurisdiction
EXHIBIT 10.32 ------------- SPEECHSWITCH, INC. AMENDED AND RESTATED PLACEMENT AGENT AGREEMENTSpeechSwitch, Inc. • April 4th, 2006 • Services-computer integrated systems design • New Jersey
Company FiledApril 4th, 2006 Industry Jurisdiction
Exhibit 99.1 INTERNATIONAL TRANSMISSION COMPANY 6.125% FIRST MORTGAGE BONDS, SERIES C, DUE MARCH 31, 2036 PURCHASE AGREEMENTITC Holdings Corp. • March 30th, 2006 • Electric services • New York
Company FiledMarch 30th, 2006 Industry Jurisdiction
RECITALSVerso Technologies Inc • July 29th, 2005 • Services-computer integrated systems design • New York
Company FiledJuly 29th, 2005 Industry Jurisdiction
EXHIBIT 99.3 NEXICON, INC. PLACEMENT AGENT AGREEMENTCyco Net Inc • July 7th, 2005 • Communications services, nec • Nevada
Company FiledJuly 7th, 2005 Industry Jurisdiction
Exhibit 4.21 UTIX GROUP, INC. SHARES OF COMMON STOCK SUBSCRIPTION AGREEMENTUtix Group Inc • February 11th, 2005 • Services-amusement & recreation services • Delaware
Company FiledFebruary 11th, 2005 Industry Jurisdiction
EXHIBIT 2 FORM OF SUBSCRIPTION AGREEMENT ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC. 1. SUBSCRIPTION: The undersigned, (the "Subscriber") hereby subscribes for the purchase of Units of Environmental Solutions Worldwide, Inc., a Florida corporation (the...Black Family 1997 Trust • September 24th, 2004 • Motor vehicle parts & accessories • Florida
Company FiledSeptember 24th, 2004 Industry Jurisdiction
EXHIBIT 10.34 TECH LABORATORIES INC. PLACEMENT AGENT AGREEMENTTech Laboratories Inc • August 3rd, 2004 • Electronic components, nec • New Jersey
Company FiledAugust 3rd, 2004 Industry Jurisdiction
July 15, 2004 Cohen & Steers Capital Advisors, LLC 757 Third Avenue New York, New York 10017 Re: PLACEMENT OF PREFERRED SHARES OF LTC PROPERTIES, INC. Dear Sirs: This letter (the "AGREEMENT") confirms our agreement to retain Cohen & Steers Capital...LTC Properties Inc • July 20th, 2004 • Real estate investment trusts
Company FiledJuly 20th, 2004 Industry
EXHIBIT 10.92Neomedia Technologies Inc • December 19th, 2003 • Services-computer integrated systems design • Delaware
Company FiledDecember 19th, 2003 Industry Jurisdiction
EXHIBIT 10.9 ------------ CROWFLY INC. PLACEMENT AGENT AGREEMENTCrowfly Inc • October 16th, 2003 • New York
Company FiledOctober 16th, 2003 Jurisdiction
EXHIBIT 10.16 ------------- COINLESS SYSTEMS INC. PLACEMENT AGENT AGREEMENTCoinless Systems Inc • February 12th, 2003 • Services-amusement & recreation services • Nevada
Company FiledFebruary 12th, 2003 Industry Jurisdiction
December 13, 2002 LEHMAN BROTHERS INC. 745 Seventh Avenue New York, New York 10019 Dear Ladies and Gentlemen: K & F Industries, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to you (the "Initial Purchaser") $250.0 million in...K&f Industries Inc • January 23rd, 2003 • Aircraft parts & auxiliary equipment, nec • New York
Company FiledJanuary 23rd, 2003 Industry Jurisdiction
EXHIBIT 10.16 ------------- COINLESS SYSTEMS INC. PLACEMENT AGENT AGREEMENTCoinless Systems Inc • October 9th, 2002 • Services-amusement & recreation services • Nevada
Company FiledOctober 9th, 2002 Industry Jurisdiction
Exhibit 1.1 COLLINS & AIKMAN FLOORCOVERINGS, INC. 9 3/4% SENIOR SUBORDINATED NOTES DUE 2010 PURCHASE AGREEMENTMonterey Carpets Inc • May 14th, 2002 • Carpets & rugs • New York
Company FiledMay 14th, 2002 Industry Jurisdiction
COMSTOCK RESOURCES, INC. 11 1/4% SENIOR NOTES DUE 2007 PLACEMENT AGREEMENT February 28, 2002Comstock Resources Inc • March 12th, 2002 • Crude petroleum & natural gas • New York
Company FiledMarch 12th, 2002 Industry Jurisdiction
Exhibit 4(a) Baltimore Gas and Electric Company $300,000,000 5.25% Notes due December 15, 2006 PURCHASE AGREEMENT December 4, 2001 Lehman Brothers Inc. Banc of America Securities LLC BNY Capital Markets, Inc. Salomon Smith Barney Inc. Scotia Capital...Baltimore Gas & Electric Co • February 12th, 2002 • Electric & other services combined • New York
Company FiledFebruary 12th, 2002 Industry Jurisdiction
Exhibit 10.54 SELECT MEDICAL CORPORATION 9 1/2% Senior Subordinated Notes due 2009 PURCHASE AGREEMENT ------------------Avalon Rehabilitation & Healthcare LLC • June 26th, 2001 • Services-specialty outpatient facilities, nec • New York
Company FiledJune 26th, 2001 Industry Jurisdiction
Exhibit 10.13 ------------- CONDOR CAPITAL INC. PLACEMENT AGENT AGREEMENTCondor Capital Inc • January 19th, 2001 • Blank checks • New York
Company FiledJanuary 19th, 2001 Industry Jurisdiction
CONFORMED COPY AGREEMENT AND PLAN OF MERGER Dated as of May 26, 2000,Summit Autonomous Inc • May 31st, 2000 • Electromedical & electrotherapeutic apparatus • Massachusetts
Company FiledMay 31st, 2000 Industry Jurisdiction
EXHIBIT 2.1 =================================================================== ============= Agreement and Plan of Merger dated as of February 11, 2000Mediconsult Com Inc • May 15th, 2000 • Services-advertising • New York
Company FiledMay 15th, 2000 Industry Jurisdiction
TULARIK INC.Tularik Inc • December 7th, 1999 • Services-commercial physical & biological research • New York
Company FiledDecember 7th, 1999 Industry Jurisdiction
GUARANTYCollege Television Network Inc • September 15th, 1999 • Television broadcasting stations • New York
Company FiledSeptember 15th, 1999 Industry Jurisdiction
July 31, 1998 Sands Brothers & Co., Ltd. 90 Park Avenue New York, New York 10016 Gentlemen: The undersigned, IMSCO Technologies, Inc., a Delaware corporation (together with any of its subsidiaries, affiliates, successors or assigns the "Company"),...Imsco Inc /Ma/ • June 2nd, 1999 • Medicinal chemicals & botanical products • New York
Company FiledJune 2nd, 1999 Industry Jurisdiction
COMSTOCK RESOURCES, INC. 11 1/4% SENIOR NOTES DUE 2007 PLACEMENT AGREEMENT April 26, 1999Comstock Resources Inc • May 4th, 1999 • Crude petroleum & natural gas • New York
Company FiledMay 4th, 1999 Industry Jurisdiction
a) The Preliminary Memorandum, at the date thereof, did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not...BGF Industries Inc • February 12th, 1999 • New York
Company FiledFebruary 12th, 1999 Jurisdiction
ENZON, INC. 4,000,000 Shares Common Stock, $0.01 Par Value PLACEMENT AGENT AGREEMENT June 25, 1998 SBC Warburg Dillon Read Inc. 535 Madison Avenue New York, New York 10022 Ladies and Gentlemen: The undersigned, Enzon, Inc., a Delaware corporation (the...Enzon Inc • September 28th, 1998 • Biological products, (no disgnostic substances) • New York
Company FiledSeptember 28th, 1998 Industry Jurisdiction
Dated July 1, 1998 (1) CHARLES BAYNES PLC (2) WESTPARK LIMITED (3) PACIFIC AEROSPACE & ELECTRONICS (UK) LIMITED (4) PACIFIC AEROSPACE & ELECTRONICS, INC. SHARE ACQUISITION AGREEMENTPacific Aerospace & Electronics Inc • August 14th, 1998 • Electric lighting & wiring equipment • England
Company FiledAugust 14th, 1998 Industry Jurisdiction
b) The Incorporated Documents heretofore filed were filed in a timely manner under the Exchange Act and, when they were filed (or, if any amendment with respect to any such document was filed, when such amendment was filed), conformed in all material...Info Usa • August 14th, 1998 • Services-direct mail advertising services • New York
Company FiledAugust 14th, 1998 Industry Jurisdiction
150,000,000 INTERNATIONAL COMFORT PRODUCTS HOLDINGS, INC. 8 5/8% Senior Notes due 2008International Comfort Products Corp • July 10th, 1998 • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
Company FiledJuly 10th, 1998 Industry Jurisdiction
U.S. OFFICE PRODUCTS COMPANY 9 3/4% Senior Subordinated Notes due 2008 PLACEMENT AGREEMENTUs Office Products Co • June 25th, 1998 • Retail-catalog & mail-order houses • New York
Company FiledJune 25th, 1998 Industry Jurisdiction
GUARANTEEAt&t Capital Corp /De/ • May 14th, 1998 • Finance services • New York
Company FiledMay 14th, 1998 Industry Jurisdiction
100,000,000 8 3/4% SENIOR SUBORDINATED NOTES DUE 2008Sun Medical Technologies Inc /Ca/ • May 4th, 1998 • Services-misc health & allied services, nec • New York
Company FiledMay 4th, 1998 Industry Jurisdiction
Exhibit 10 AT&T Capital Corporation GUARANTEE DATED FEBRUARY 20, 1998 MADE BY AT&T CAPITAL CORPORATION Guarantee dated as of February 20, 1998, made by AT&T Capital Corporation (the "Guarantor"), a corporation incorporated under the laws of Delaware,...At&t Capital Corp /De/ • March 12th, 1998 • Finance services • Delaware
Company FiledMarch 12th, 1998 Industry Jurisdiction