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

Agreement to Act as Placement Agent. (a) 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 between the Company and you, Xxxx Capital Partners, LLC shall be the Company’s exclusive placement agent (in such capacity, the “Placement Agent”), on a reasonable efforts basis, in connection with the issuance and sale by the Company of the Securities to the Investors in a proposed takedown under the Registration Statement (as defined below), with the terms of each offering to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors (such takedown shall be referred to herein as the “Offering”). As compensation for services rendered, and provided that any of the Securities are sold to Investors in the Offering, on the Closing Date (as defined below) of the Offering, the Company shall pay to the Placement Agent an amount equal to 6.0% of the gross proceeds received by the Company from the sale of the Securities to all Investors except for the “December 2010 Investors”, for which no fees shall be due under this Agreement (the “Placement Fee”). The “December 2010 Investors” are the investors that previously purchased shares of Company equity securities pursuant to the Securities Purchase Agreement dated as of December 26, 2010 by and among the Company and such investors as listed in the Schedule of Buyers therein. The sale of the Securities shall be made pursuant to subscription agreements in the form included as Exhibit A hereto (the “Subscription Agreements”) on the terms described on Exhibit B hereto. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or in part. Notwithstanding the foregoing, it is understood and agreed that the Placement Agent or any of their respective affiliates may, solely at their discretion and without any obligation to do so, purchase Securities as principal; provided, however, that any such purchases by the Placement Agent (or their respective affiliates) shall be fully disclosed to the Company and approved by the Company in accordance with the previous sentence.

Agreement to Act as Placement Agent. (a) 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 between the Company and you, Xxxx Capital Partners, LLC shall be the Company’s exclusive placement agent (in such capacity, the “Placement Agent”), on a reasonable efforts “best efforts” basis, in connection with the issuance and sale by the Company of the Securities to the Investors in a proposed takedown under the Registration Statement (as defined below), with the terms of each offering to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors (such takedown shall be referred to herein as the “Offering”). As compensation for services rendered, and provided that any of the Securities are sold to Investors in the Offering, on the Closing Date (as defined below) of the Offering, the Company shall pay to the Placement Agent an amount equal to 6.06.5% of the gross proceeds received by the Company from the sale of the Securities to all Investors except for the “December 2010 Investors”, for which no fees shall be due under this Agreement (the “Placement Fee”). The “December 2010 Investors” are the investors that previously purchased shares of Company equity securities pursuant to the Securities Purchase Agreement dated as of December 26, 2010 by and among the Company and such investors as listed in the Schedule of Buyers therein. The sale of the Securities shall be made pursuant to subscription agreements in the form included as Exhibit A hereto (the “Subscription Agreements”) on the terms described on Exhibit B hereto. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or in part. Notwithstanding the foregoing, it is understood and agreed that the Placement Agent or any of their respective its affiliates may, solely at their discretion and without any obligation to do so, purchase Securities as principal; provided, however, that any such purchases by the Placement Agent (or their respective its affiliates) shall be fully disclosed to the Company and approved by the Company in accordance with the previous sentence.

Agreement to Act as Placement Agent. (a) 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 between the Company and you, Xxxx Capital Partners, LLC shall be the Company’s exclusive placement agent (in such capacity, the “Placement Agent”), on a reasonable best efforts basis, in connection with the issuance and sale by the Company of the Securities Units to the Investors in a proposed takedown under the Registration Statement (as defined below), with the terms of each offering to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors (such takedown shall be referred to herein as the “Offering”). As compensation for services rendered, and provided that any of the Securities Units are sold to Investors in the Offering, on the Closing Date (as defined below) of the Offering, the Company shall pay to the Placement Agent an amount in cash equal to 6.07.0% of the gross proceeds received by the Company from the sale of the Securities Units to all Investors except for the “December 2010 Investors”, for which no fees shall be due under this Agreement (the “Placement Fee”). The “December 2010 Investors” are the investors ; provided, however, that previously purchased shares of Company equity securities pursuant to the Securities Purchase Agreement dated as of December 26, 2010 by and among the Company and such investors as listed if Argentum participates in the Schedule Offering, then only as to such funds invested by Argentum, Xxxx Capital would be due 50% of Buyers thereinits Placement Fee; provided, further, that Argentum will not be able to subscribe for more than 25% of the offering. The sale of the Securities Units shall be made pursuant to subscription agreements in the form included as Exhibit A hereto (the “Subscription Agreements”) on the terms described on Exhibit B hereto. The Company shall have the sole right to accept offers to purchase the Securities Units and may reject any such offer in whole or in part. Notwithstanding the foregoing, it is understood and agreed that the Placement Agent or any of their respective affiliates may, solely at their discretion and without any obligation to do so, purchase Securities Units as principal; provided, however, that any such purchases by the Placement Agent (or their respective affiliates) shall be fully disclosed to the Company and approved by the Company in accordance with the previous sentence.

Agreement to Act as Placement Agent. (a) 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 between the Company and youthe Placement Agent, Xxxx Capital Partners, LLC the Placement Agent shall be the Company’s exclusive placement agent (in such capacity, the “Placement Agent”)agent, on a reasonable best efforts basis, in connection with the issuance and sale by the Company of the Securities Shares to the Investors investors in a proposed takedown offering of the Shares (the “Offering”) under the Registration Statement (as defined below), with the terms of each offering the Offering to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors investors in the Offering (such takedown shall be referred to herein as the “OfferingInvestors”, with each of the Investors, an “Investor”). As compensation for services rendered, and provided that any of the Securities Shares are sold to Investors in the Offering, on the Closing Date (as defined below) of the Offering), the Company shall pay to the Placement Agent 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 Securities Shares plus a non-accountable expense allowance equal to all 1% of the gross proceeds from the sale of the Shares as further described under section 4 of this Agreement. In addition, the Placement Agent shall receive compensation warrants to purchase shares of Common Stock equal to 3% of the Shares sold to the Investors except for in the “December 2010 Investors”, for which no fees shall be due under this Agreement Offering (the “Placement FeeCompensation Warrants”). The “December 2010 Investors” are the investors that previously purchased shares of Company equity securities pursuant to the Securities Purchase Agreement dated as of December 26, 2010 by and among the Company and such investors as listed in the Schedule of Buyers therein. The sale of the Securities shall be made pursuant to subscription agreements Compensation Warrants in the form included attached herewith as Exhibit A hereto (the “Subscription Agreements”) on the terms described on Exhibit B hereto. The Company shall have the sole right will be exercisable at any time and from time to accept offers to purchase the Securities and may reject any such offer time, in whole or in part, from the date that is one year (the “Exercise Date”) immediately following the date of effectiveness or commencement of sales of the public offering (such date of effectiveness or commencement of sales of the public offering, the “Commencement Date”), and at or before the date that is four years from the Commencement Date, at a price per share equal to $0.40 (125% of the Offering price per Share in the Offering). Notwithstanding In no case will the foregoing, it is understood and agreed that Compensation Warrants be exercisable more than four years from the Placement Agent or any of their respective affiliates may, solely at their discretion and without any obligation to do so, purchase Securities as principal; provided, however, that any such purchases by the Placement Agent (or their respective affiliates) shall be fully disclosed to the Company and approved by the Company in accordance with the previous sentenceCommencement Date.

Agreement to Act as Placement Agent. (a) 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”) between the Company and youthe Placement Agent, Xxxx Capital Partners, LLC the Placement Agent shall be the Company’s exclusive act as placement agent (in such capacity, the “Placement Agent”), on a commercially reasonable efforts basis, in connection with the issuance and sale by the Company of the Securities to the Investors in a proposed takedown under the Registration Statement (as defined belowin Section 2(a)(1) hereof), with the terms of each the offering to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors (such takedown shall be referred to herein as the “Offering”). As compensation for services rendered, and provided that any of the Securities are sold to Investors in the Offering, on the Closing Date (as defined belowin subsection (c) of this Section 1) of the Offering, the Company shall pay to the Placement Agent an amount equal to 6.07% of the gross proceeds received by the Company from the sale of the Securities to all Investors except for the “December 2010 Investors”, for which no fees shall be due under this Agreement (the “Placement Fee”). The “December 2010 Investors” are the investors that previously purchased shares of Company equity securities pursuant to the Securities Purchase Agreement dated as of December 26, 2010 by and among the Company and such investors as listed in the Schedule of Buyers therein. The sale of the Securities shall be made pursuant to subscription agreements in the form included as Exhibit A hereto (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) on the terms described on Exhibit B hereto. The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Securities received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or in part. Notwithstanding the foregoing, it is understood and agreed that the Placement Agent or any of their respective its affiliates may, solely at their discretion and without any obligation to do so, purchase Securities as principal; provided, however, that any such purchases by the Placement Agent (or their respective its affiliates) shall be fully disclosed to the Company and approved by the Company in accordance with the previous sentencetwo sentences.

Agreement to Act as Placement Agent. (a) 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”) between the Company and you, Xxxx Capital Partners, LLC Chardan shall be the Company’s exclusive placement agent (in such capacity, the “Placement Agent”), on a reasonable best efforts basis, in connection with the issuance and sale by the Company of the Securities to the Investors in a proposed takedown offering under securities purchase agreements in the Registration Statement form included as Exhibit A hereto (as defined below)the “Purchase Agreements”) on the terms described on Exhibit B hereto, with the terms of each the offering to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors (such takedown offering shall be referred to herein as the “Offering”). As compensation for services rendered, and provided that any of the Securities are sold to Investors in the Offering, on the Closing Date (as defined below) of the Offering, the Company shall pay to the Placement Agent an amount in cash equal to 6.08.0% of the gross proceeds received by the Company from the sale of the Securities to all Investors except for the “December 2010 Investors”, for which no fees shall be due under this Agreement (the “Placement Fee”). The “December 2010 Investors” are the investors that previously purchased shares of Company equity securities pursuant to the Securities Purchase Agreement dated as of December 26, 2010 by and among the Company and such investors as listed in the Schedule of Buyers therein. The sale of the Securities shall be made pursuant to subscription agreements in the form included as Exhibit A hereto (the “Subscription Agreements”) on the terms described on Exhibit B hereto. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or in part. Notwithstanding the foregoing, it is understood and agreed that the Placement Agent or any of their respective its affiliates may, solely at their discretion and without any obligation to do so, purchase Securities as a principal; provided, however, that any such purchases by the Placement Agent (or their respective its affiliates) shall be fully disclosed to the Company and approved by the Company in accordance with the previous sentence.

Agreement to Act as Placement Agent. (a) 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”) between the Company and youthe Placement Agent, Xxxx Capital Partners, LLC the Placement Agent shall be the Company’s exclusive act as placement agent (in such capacity, the “Placement Agent”), on a commercially reasonable efforts basis, in connection with the issuance and sale by the Company of the Securities to the Investors in a proposed takedown under the Registration Statement (as defined belowin Section 2(a)(1) hereof), with the terms of each the offering to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors (such takedown shall be referred to herein as the “Offering”). As compensation for services rendered, and provided that any of the Securities are sold to Investors in the Offering, on the Closing Date (as defined belowin subsection (d) of this Section 1) of the Offering, the Company shall pay to the Placement Agent an amount equal to 6.06% of the gross proceeds received by the Company from the sale of the Securities to all Investors except for the “December 2010 Investors”, for which no fees shall be due under this Agreement (the “Placement Fee”). The “December 2010 Investors” are the investors that previously purchased shares of Company equity securities pursuant to the Securities Purchase Agreement dated as of December 26, 2010 by and among the Company and such investors as listed in the Schedule of Buyers therein. The sale of the Securities shall be made pursuant to subscription securities purchase agreements in the form included as Exhibit A hereto (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) on the terms described on Exhibit B hereto. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or in part. Notwithstanding the foregoing, it is understood and agreed that the Placement Agent or any of their respective its affiliates may, solely at their discretion and without any obligation to do so, purchase Securities as principal; provided, however, that any such purchases by the Placement Agent (or their respective its affiliates) shall be fully disclosed to the Company and approved by the Company in accordance with the previous sentence.