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 of the terms and conditions of this Agreement, the Company engages the Placement Agent to act as its placement agent in connection with the issuance and sale of the Shares, and the Placement Agent hereby agrees, as an agent of the Company, to use reasonable efforts to solicit offers to purchase the Shares upon the terms and conditions set forth in the Prospectus (as defined below). (b) As compensation for the services rendered hereunder, upon the sale of any Shares by the Company, whether at a single closing or from time to time, the Company shall pay to the Placement Agent, by wire transfer of immediately available funds payable to the order of the Placement Agent, to an account or accounts designated by the Placement Agent, an amount equal to 7.0% of the gross proceeds received by the Company from each such sale of Shares (the “Fee”). The Placement Agent may, in its discretion, retain other brokers or dealers to act as sub-agents on the Placement Agent’s behalf in connection with the offering of the Shares. (c) 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, and the Placement Agent shall have no authority to bind the Company in respect of the sale of any Shares. The Company shall have the sole right to accept offers to purchase the Shares and may reject any such offer in whole or in part. The sale of the Shares shall be made pursuant to purchase agreements in the form attached hereto as Exhibit A (the “Purchase Agreements”).

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 of the terms and conditions of this Agreement, the Company engages the Placement Agent agrees to act as its the Company’s placement agent Agent in connection with the issuance and sale sale, on a best efforts basis, of the Shares, and 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 hereby agrees, as an agent of the Company, to use reasonable efforts to solicit offers to purchase the Shares upon the terms and conditions set forth in the Prospectus (as defined below). (b) As compensation for the services rendered hereunder, upon the sale of any Shares accepted by the Company, whether at a single closing or from time but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to time, the Company in the event any such purchase is not consummated for any reason. The Company shall pay to the Placement Agent, by wire transfer of immediately available funds payable to the order of the Placement Agent, to Agent an account or accounts designated by the Placement Agent, an aggregate amount equal to 7.06.0% of the gross proceeds received by the Company from each such the sale of the Shares as set forth on the cover page of the Prospectus (the “Fee”as hereinafter defined). The Placement Agent may, in its discretion, retain other brokers or dealers to act as sub-agents on the Placement Agent’s behalf in connection with the offering of the Shares. (c) 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 shall have no authority or any of its affiliates may, solely at their discretion and without any obligation to bind do so, purchase Shares as principals. The Placement Agent, without the Company in respect prior consent of the Company, may appoint any co-Agent or sub-Agent in connection with the issuance and sale of any Shares. The Company shall have the sole right to accept offers to purchase the Shares and may reject allocate any portion of such offer in whole fee to such co-Agent or in part. The sale of the Shares shall be made pursuant to purchase agreements in the form attached hereto as Exhibit A (the “Purchase Agreements”)sub-Agent.

Agreement to Act as Placement Agent. (a) On Upon the basis of the representations, representations and warranties and agreements of the Company herein contained and subject to all of the terms and conditions of set forth in this AgreementAgreement and in the letter agreement dated October 30, 2003 between the Company and the Placement Agent (the “Engagement Letter”), the Company engages the Placement Agent to act as its exclusive placement agent agent, on a best efforts basis, in connection with the issuance offer and sale by the Company of Shares to the SharesInvestors. As compensation for services rendered, and at the Placement Agent hereby agrees, as an agent time of the Company, to use reasonable efforts to solicit offers to purchase the Shares upon the terms and conditions set forth in the Prospectus (as defined below). (b) As compensation for the services rendered hereunder, upon the sale of any Shares by the Company, whether at a single closing or from time to time, the Company shall pay to the Placement Agent, by Federal Funds wire transfer of immediately available funds payable to the order of the Placement Agent, to an account or accounts designated by the Placement Agent, an amount equal to 7.05 3/4% of the gross proceeds received by the Company from each such in respect of the sale of the Shares. The Shares (the “Fee”)are being sold at a price of $6.25 per share. The Placement Agent may, in its discretion, may retain other brokers or dealers to act as sub-agents on the Placement Agent’s its behalf in connection with the offering and sale of the Shares. (c) . This Agreement shall not give rise to a any commitment by the Placement Agent or any of its affiliates to underwrite or purchase any of the Shares or otherwise provide any financing, and the Placement Agent shall have no authority to bind the Company in respect of the sale of any Shares. The sale of the Shares shall be made pursuant to purchase agreements in the form included as Exhibit A hereto (the “Purchase Agreements”). The Selling Agent shall communicate to the Company each reasonable offer or indication of interest received by it to purchase Shares. The Company shall have the sole right to accept offers to purchase the Shares and may reject any such offer in whole or in part. The sale of the Shares shall be made pursuant to purchase agreements in the form attached hereto as Exhibit A (the “Purchase Agreements”).

Agreement to Act as Placement Agent. (a) On Upon the basis of the representations, representations and warranties and agreements of the Company herein contained and subject to all of the terms and conditions of set forth in this AgreementAgreement and in the letter agreement dated April 7, 2004 between the Company and the Placement Agent (the "Engagement Letter"), the Company engages the Placement Agent to act as its exclusive placement agent agent, on a best efforts basis, in connection with the issuance offer and sale by the Company of Shares to the SharesInvestors. As compensation for services rendered, and at the Placement Agent hereby agrees, as an agent time of the Company, to use reasonable efforts to solicit offers to purchase the Shares upon the terms and conditions set forth in the Prospectus (as defined below). (b) As compensation for the services rendered hereunder, upon the sale of any Shares by the Company, whether at a single closing or from time to time, the Company shall pay to the Placement Agent, by Federal Funds wire transfer of immediately available funds payable to the order of the Placement Agent, to an account or accounts designated by the Placement Agent, an amount equal to 7.04.5% of the gross proceeds received by the Company from each such in respect of the sale of the Shares. The Shares (the “Fee”)are being sold at a price of $7.25 per share. The Placement Agent may, in its discretion, may retain other brokers or dealers to act as sub-agents subagents on the Placement Agent’s its behalf in connection with the offering and sale of the Shares. (c) ; provided, the Company will only be obligated to pay the Placement Agent for services rendered hereunder. This Agreement shall not give rise to a any commitment by the Placement Agent or any of its affiliates to underwrite or purchase any of the Shares or otherwise provide any financing, and the Placement Agent shall have no authority to bind the Company in respect of the sale of any Shares. The sale of the Shares shall be made pursuant to purchase agreements in the form included as Exhibit A hereto (the "Purchase Agreements"). The Placement Agent shall communicate to the Company each reasonable offer or indication of interest received by it to purchase Shares. The Company shall have the sole right to accept offers to purchase the Shares and may reject any such offer in whole or in part. The sale of the Shares shall be made pursuant to purchase agreements in the form attached hereto as Exhibit A (the “Purchase Agreements”).

Agreement to Act as Placement Agent. (a) On Upon the basis of the representations, representations and warranties and agreements of the Company herein contained and subject to all of the terms and conditions of this Agreement, the Company engages the Placement Agent to act as its placement agent in connection with the issuance and sale of the Shares, and the Placement Agent hereby agrees, as an agent of the Company, to use reasonable efforts to solicit offers to purchase the Shares upon the terms and conditions set forth in this Agreement, the Prospectus Company engages each Placement Agent to act, and each Placement Agent agrees to act, together with each other Placement Agent, as the Company's exclusive placement agent, on a best efforts basis, in connection with the offer and sale by the Company of Shares and Warrants to the Investors. As compensation for services rendered, at the time of purchase (as defined below). (b) As compensation for the services rendered hereunder, upon the sale of any Shares by the Company, whether at a single closing or from time to time, the Company shall pay to the Placement AgentAgents, by Federal Funds wire transfer of immediately available funds payable to the order of the Placement Agent, to an account or accounts designated by the Placement AgentAgents, an aggregate amount equal to 7.0% of the gross proceeds received by the Company from each such in respect of the sale of Shares the Units (the “"Fee”"). The Placement Agent may, in its discretion, retain other brokers or dealers to act as sub-agents on the Placement Agent’s behalf in connection with the offering 40% of the Shares. Fee payable to TWP, 40% of the Fee payable to Rodman & Renshaw and 20% of the Fee payable to Merriman, Curham Ford & Xx. Xhe xxxxxxxe price for a Unit consisting ox xxx xxndred (c100) Shares and Warrants to purchase 18 shares of Common Stock is $70.00. This Agreement shall not give rise to a any commitment by the Placement Agent Agents or any of its their affiliates to underwrite or purchase any of the Shares Units or otherwise provide any financing, and the Placement Agent Agents shall have no authority to bind the Company in respect of the sale of any Shares. The Company shall have the sole right to accept offers to purchase the Shares and may reject any such offer in whole or in partUnits. The sale of the Shares Units shall be made pursuant to purchase agreements in substantially the form attached hereto included as Exhibit A B hereto (the “"Purchase Agreements”").

Agreement to Act as Placement Agent. (a) On Upon the basis of the representations, representations and warranties and agreements of the Company herein contained and subject to all of the terms and conditions of set forth in this Agreement, the Company engages the Placement Agent Agent, on a commercially reasonable efforts basis, to act as its exclusive placement agent in connection with the issuance offer and sale of the Sharessale, and the Placement Agent hereby agrees, as an agent of by the Company, of Securities to use reasonable efforts to solicit offers to the Investors. As compensation for services rendered, at the time of purchase the Shares upon the terms and conditions set forth in the Prospectus (as defined below). (b) As compensation for the services rendered hereunder, upon the sale of any Shares by the Company, whether at a single closing or from time to time, the Company shall pay to the Placement Agent, by wire transfer of immediately available funds payable to the order of the Placement Agent, to an account or accounts designated by the Placement Agent, Agent an amount equal to 7.04.0% of the gross proceeds received or to be received by the Company from each such the sale of Shares the Securities (the “Agency Fee”). The Shares are being sold to Investors at a price of $1.25 per share, and together with each Share, Investors will receive a Warrant to purchase 0.40 shares of the Company’s Common Stock at an exercise price of $1.50 per share. The Placement Agent may, in its discretion, may retain other brokers or dealers to act as sub-agents on the Placement Agent’s its behalf in connection with the offering and sale of the Shares. (c) This Securities. The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a reasonable efforts basis, and this Agreement shall not give rise to a any commitment by the Placement Agent or any of its affiliates to underwrite or purchase any of the Shares Securities or otherwise provide any financing, and the . The Placement Agent shall have no authority to bind the Company in respect of the sale of any Shares. The Company shall have the sole right to accept offers to purchase the Shares and may reject any such offer in whole or in partSecurities. The sale of the Shares Securities shall be made pursuant to purchase agreements substantially in the form attached hereto included as Exhibit A hereto (the “Purchase Subscription Agreements”).