Common use of Agreement to Act as Placement Agent Clause in Contracts

Agreement to Act as Placement Agent. On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Placement Agent agrees to act as the Company’s placement Agent in connection with the issuance and sale, on a best efforts basis, of the Shares to the Investors for a period of six months. The Placement Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Investor whose offer to purchase Shares has been solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. The Company shall pay to the Placement Agent an aggregate amount equal to 6.0% of the proceeds received by the Company from the sale of the Shares as set forth on the cover page of the Prospectus (as hereinafter defined). This Agreement shall not give rise to a commitment by the Placement Agent or any of its affiliates to underwrite or purchase any of the Shares or otherwise provide any financing. Notwithstanding the foregoing, it is understood and agreed that the Placement Agent or any of its affiliates may, solely at their discretion and without any obligation to do so, purchase Shares as principals. The Placement Agent, without the prior consent of the Company, may appoint any co-Agent or sub-Agent in connection with the issuance and sale of the Shares and may allocate any portion of such fee to such co-Agent or sub-Agent.

Agreement to Act as Placement Agent. On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Placement Agency Agreement (this “Agreement”), the Company hereby appoints the Placement Agent and the Placement Agent agrees to act as the Company’s placement Agent in connection with the issuance and saleagent, on a best efforts basis, in connection with the issuance and sale by the Company of the Shares Offered Securities to the Investors for a period of six monthsInvestors. The Placement Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Investor whose offer to purchase Shares Offered Securities has been solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event if any such purchase is not consummated for any reason. The Company shall have the sole right to accept offers to purchase Offered Securities and may reject any such offer, in whole or in part. The Company shall pay to the Placement Agent an aggregate amount equal to 6.05.6762% of the proceeds received by the Company from the sale of the Shares Offered Securities, if any, actually sold as set forth on the cover page of the Prospectus (as hereinafter defined). This Agreement shall not give rise to a commitment by ) upon the Placement Agent or any of its affiliates to underwrite or purchase any closing of the Shares or otherwise provide any financing. Notwithstanding the foregoing, it is understood and agreed that the Placement Agent or any of its affiliates may, solely at their discretion and without any obligation to do so, purchase Shares as principalstransactions contemplated hereby. The Placement Agent, without the prior consent of the Company, may appoint any co-Agent agents or sub-Agent agents in connection with the issuance and sale of the Shares Offered Securities and may allocate any portion of such fee to such co-Agent agents or sub-agents except as may otherwise be agreed by the Company and the Placement Agent.

Agreement to Act as Placement Agent. On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Placement Agency Agreement (this “Agreement”), the Company hereby appoints the Placement Agent and the Placement Agent agrees to act as the Company’s placement Agent in connection with the issuance and saleagent, on a best efforts basis, in connection with the issuance and sale by the Company of the Shares Offered Securities to the Investors for a period of six monthsInvestors. The Placement Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Investor whose offer to purchase Shares Offered Securities has been solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event if any such purchase is not consummated for any reason. The Company shall have the sole right to accept offers to purchase Offered Securities and may reject any such offer, in whole or in part. The Company shall pay to the Placement Agent an aggregate amount equal to 6.05% of the aggregate gross proceeds received by the Company from the sale of the Shares Offered Securities, if any, actually sold as set forth on the cover page of the Prospectus (as hereinafter defined). This Agreement shall not give rise to a commitment by ) upon the Placement Agent or any of its affiliates to underwrite or purchase any closing of the Shares or otherwise provide any financing. Notwithstanding the foregoing, it is understood and agreed that the Placement Agent or any of its affiliates may, solely at their discretion and without any obligation to do so, purchase Shares as principalstransactions contemplated hereby. The Placement Agent, without the prior consent of the Company, may appoint any co-Agent agents or sub-Agent agents in connection with the issuance and sale of the Shares Offered Securities and may allocate any portion of such fee to such co-Agent agents or sub-agents except as may otherwise be agreed by the Company and the Placement Agent.

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained contained, and subject to all the terms and conditions of this AgreementAgreement between the Company and the Xxxx Capital, the Placement Agent agrees to act as Xxxx Capital shall be the Company’s exclusive placement Agent agent (in such capacity, the “Placement Agent”), on a reasonable efforts basis, in connection with the issuance and sale, on a best efforts basis, sale by the Company of the Shares Securities to the Investors for in a period proposed takedown under the Registration Statement (as defined below), with the terms of six months. The Placement Agent shall use commercially reasonable efforts each offering to assist the Company in obtaining performance by each Investor whose offer be subject to purchase Shares has been solicited by the Placement Agent market conditions and accepted by negotiations between the Company, but Xxxx Capital and the Placement Agent prospective Investors (such takedown shall notbe referred to herein as the “Offering”). As compensation for services rendered, except as otherwise and provided in this Agreement, have that any liability of the Securities are sold to the Company Investors in the event any such purchase is not consummated for any reason. The Offering, on the Closing Date (as defined below) of the Offering, the Company shall pay to the Placement Agent an aggregate amount (the “Placement Fee”) equal to 6.0(i) 7% of the gross proceeds received by the Company from the sale of the Shares Securities minus (ii) $25,000. The sale of the Securities shall be made pursuant to securities purchase agreements in the form included as set forth Exhibit A hereto (the “Subscription Agreements”) on the cover page of terms described on Exhibit B hereto. The Company shall have the Prospectus (as hereinafter defined). This Agreement shall not give rise sole right to a commitment by accept offers to purchase the Placement Agent Securities and may reject any such offer in whole or any of its affiliates to underwrite or purchase any of the Shares or otherwise provide any financingin part. Notwithstanding the foregoing, it is understood and agreed that the Placement Agent or any of its affiliates may, solely at their its discretion and without any obligation to do so, purchase Shares Securities as principals. The principal; provided, however, that any such purchases by the Placement Agent, without Agent (or its affiliates) shall be fully disclosed to the prior consent of Company and approved by the Company, may appoint any co-Agent or sub-Agent Company in connection accordance with the issuance and sale of the Shares and may allocate any portion of such fee to such co-Agent or sub-Agentprevious sentence.

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained contained, and subject to all the terms and conditions of this Agreement, the Placement Agent agrees to act as Agents shall be the Company’s placement Agent exclusive Placement Agents in connection with the issuance offering and sale, on a best efforts basis, sale by the Company of the Shares Securities with the terms of such offering (the “Offering”) to the Investors for a period of six months. The Placement Agent shall use commercially reasonable efforts be subject to assist the Company in obtaining performance by each Investor whose offer to purchase Shares has been solicited by the Placement Agent market conditions and accepted by negotiations between the Company, but the Placement Agents and the prospective Investors. Each Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the event any such purchase is not consummated for any reasonprospective Offering. The Company shall pay to the Placement Agent an aggregate amount equal to 6.0% of the proceeds received by the Company from the sale of the Shares as set forth on the cover page of the Prospectus (as hereinafter defined). This Agreement shall not give rise to a commitment by the Under no circumstances will either Placement Agent or any of its affiliates their “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Shares Securities for its own account or otherwise provide any financing. Notwithstanding the foregoing, it is understood and agreed that the Each Placement Agent or any of its affiliates may, shall act solely at their discretion as the Company’s agent and without any obligation to do so, purchase Shares not as principalsprincipal. The Placement AgentAgents shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, without in whole or in part. Subject to the prior consent terms and conditions hereof, payment of the Companypurchase price for, may appoint any co-Agent and delivery of, the Securities shall be made at one or sub-Agent in connection with more closings (each a “Closing” and the issuance date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents the fees and sale of the Shares and may allocate any portion of such fee to such co-Agent or sub-Agent.expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained contained, and subject to all the terms and conditions of this Agreement, the Placement Agent agrees to act as X.X. Xxxxxx Securities LLC shall be the Company’s exclusive placement Agent agent (in such capacity, the “Placement Agent”), acting on a reasonable best efforts basis, in connection with the issuance and sale, on a best efforts basis, sale by the Company of the Placement Shares to the Placement Share Investors for in a period proposed offering pursuant to the Registration Statement, with the terms of six months. The Placement Agent shall use commercially reasonable efforts the offering to assist be subject to market conditions and negotiations among the Company in obtaining performance by each Investor whose offer to purchase Shares has been solicited by Company, the Placement Agent and accepted Placement Share Investors (such offering, together with the offer and sale of Excluded Shares made by the CompanyCompany to the Excluded Investors, but shall be referred to herein as the “Offering”). As compensation for services rendered, and provided that any of the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability Shares are sold to the Company Placement Share Investors in the event any such purchase is not consummated for any reason. The Offering, on the Closing Date (as defined in Section 1(c) hereof) of the Offering, the Company shall pay to the Placement Agent an amount in the aggregate amount equal to 6.02.54% of the gross proceeds received by the Company from the sale of the Placement Shares as set forth on (the cover page of the Prospectus (as hereinafter defined“Placement Fee”). This Agreement shall not give rise to a commitment by the Placement Agent or any of its affiliates to underwrite or purchase any of the Shares or otherwise provide any financing. Notwithstanding the foregoing, it is understood and agreed that the Placement Agent or any of its affiliates may, solely at their discretion and without any obligation to do so, purchase Shares as principals. The Placement Agent, without the prior consent of the Company, may appoint any co-Agent or sub-Agent in connection with the issuance and sale of the Placement Shares to the Placement Share Investors shall be made pursuant to the securities purchase agreement in the form included as Exhibit A hereto (the “Securities Purchase Agreement”) on the terms described in Exhibit B hereto. The Company shall have the sole right to accept offers to purchase the Securities and may allocate reject any portion of such fee to such co-Agent offer in whole or sub-Agentin part.