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

Agreement to Act as Placement Agent. (a) The Company shall engage the Placement Agent, during the term of this Agreement, to render certain investment banking services on an exclusive basis in connection with the Offerings. The Placement Agent shall act on a best efforts basis and does not guarantee that it will be able to (i) raise new capital in the Note Offering or (ii) successfully solicit the Debt Holders to purchase the Exchange Shares for contribution of their Term Notes in the Exchange Offering. The Company acknowledges that any advice given by the Placement Agent to the Company is solely for the benefit and use of the Board of Directors of the Company and may not be used, reproduced, disseminated, quoted or referred to without the Placement Agent’s prior written consent. (b) The term of the Placement Agent’s exclusive engagement will end on April 30, 2016 (the “Offering Period”), which may be extended until September 30, 2016 by agreement of the parties in writing, or earlier terminated. The Placement Agent’s engagement hereunder may be terminated by either the Company or the Placement Agent at any time, with or without cause, upon ten (10) days prior written notice to the other party. (c) In addition to the right of the Placement Agent to terminate this Agreement on ten (10) days written notice pursuant to (b), this Agreement may be terminated by the Placement Agent by written notice to the Company at any time prior to the final Closing of either of the Offerings if, in the Placement Agent’s sole judgment, (i) the Company shall have sustained a loss that is material to the Company, whether or not insured, by reason of fire, earthquake, flood, accident or other calamity, or from any labor dispute or court or government action, order or decree; (ii) trading in securities on any exchange or system shall have been suspended or limited either generally or specifically with respect to the Company’s common stock, $0.001 par value per share (the “Common Stock”); (iii) material governmental restrictions have been imposed on trading in securities generally or specifically with respect to the Common Stock (not in force and effect on the date of this Agreement); (iv) a banking moratorium shall have been declared by Federal or New York or California State authorities; (v) an outbreak of major international hostilities or other national or international calamity shall have occurred; (vi) the Congress of the United States or any state legislative body shall have passed or taken any action or measure, or such bodies or any governmental body or any authoritative accounting institute, or board, or any governmental executive shall have adopted any orders, rules or regulations, which the Placement Agent reasonably believes is likely to have a Material Adverse Effect (as defined below); (vii) the Common Stock shall have been removed from the trading system on which it currently listed, if any, or the Company shall have received notice from such trading system advising the Company of its intention to have the Common Stock removed from such trading system; or (viii) there shall have been, in the Placement Agent’s judgment, a material decline in the Dow Xxxxx Industrial Index or the market price of the Common Stock at any time subsequent to the date of this Agreement. “Material Adverse Effect” means a material adverse effect on the assets, liabilities, results of operations, condition (financial or otherwise), or business of the Company or on the Offerings.

Agreement to Act as Placement Agent. (a) The Company shall engage the Placement Agent, during the term of this Agreement, to render certain investment banking services on an exclusive basis in connection with the OfferingsProposed Offering. As of the date first set forth above, the Engagement Letter is hereby terminated and of no further force and effect. (b) The Placement Agent shall act on a best efforts basis and does not guarantee that it will be able to (i) raise new capital in the Note Offering or (ii) successfully solicit the Debt Holders to purchase the Exchange Shares for contribution of their Term Notes in the Exchange Offeringany prospective offering. The Company acknowledges that any advice given by the Placement Agent to the Company is solely for the benefit and use of the Board of Directors of the Company and may not be used, reproduced, disseminated, quoted or referred to without the Placement Agent’s prior written consent. (bc) The term of the Placement Agent’s exclusive engagement will end on April 30October 31, 2016 2013 (the “Offering Period”), which may be extended until September November 30, 2016 2013 by agreement of the parties in writing, or earlier terminated. The Placement Agent’s engagement hereunder may be terminated by either the Company or the Placement Agent at any time, with or without cause, upon ten (10) days prior written notice to the other party. (cd) In addition to the right of the Placement Agent to terminate this Agreement on ten (10) days written notice pursuant to (b), this Agreement may be terminated by the Placement Agent by written notice to the Company at any time prior to the final Closing of either of the Offerings if, in the Placement Agent’s sole judgment, (i) the Company shall have sustained a loss that is material to the Company, whether or not insured, by reason of fire, earthquake, flood, accident or other calamity, or from any labor dispute or court or government action, order or decree; (ii) trading in securities on any exchange or system shall have been suspended or limited either generally or specifically with respect to the Company’s common stock, $0.001 par value per share (the “Common Stock”); (iii) material governmental restrictions have been imposed on trading in securities generally or specifically with respect to the Common Stock (not in force and effect on the date of this Agreement); (iv) a banking moratorium shall have been declared by Federal or New York or California State authorities; (v) an outbreak of major international hostilities or other national or international calamity shall have occurred; (vi) the Congress of the United States or any state legislative body shall have passed or taken any action or measure, or such bodies or any governmental body or any authoritative accounting institute, or board, or any governmental executive shall have adopted any orders, rules or regulations, which the Placement Agent reasonably believes is likely to have a Material Adverse Effect (as defined below); (vii) the Common Stock shall have been removed from the trading system on which it currently listed, if any, or the Company shall have received notice from such trading system advising the Company of its intention to have the Common Stock removed from such trading system; or (viii) there shall have been, in the Placement Agent’s judgment, a material decline in the Dow Xxxxx Jxxxx Industrial Index or the market price of the Common Stock at any time subsequent to the date of this Agreement. “Material Adverse Effect” means a material adverse effect on the assets, liabilities, results of operations, condition (financial or otherwise), or business of the Company or on the OfferingsProposed Offering.

Agreement to Act as Placement Agent. (a) The Company shall engage the Placement Agent, during the term of this Agreement, to render certain investment banking services on an exclusive basis in connection with the Offerings. The Placement Agent shall act on a best efforts basis and does not guarantee that it will be able to (i) raise new capital in the Note Offering or (ii) successfully solicit the Debt Holders to purchase the Exchange Shares for contribution of their Term Notes in the Exchange Offeringany prospective offering. The Company acknowledges that any advice given by the Placement Agent to the Company is solely for the benefit and use of the Board of Directors of the Company and may not be used, reproduced, disseminated, quoted or referred to without the Placement Agent’s prior written consent. (b) The term of the Placement Agent’s exclusive engagement will end on April January 30, 2016 2015 (the “Offering Period”), which may be extended until September 30February 28, 2016 2015 by agreement of the parties in writing, or earlier terminated. The Placement Agent’s engagement hereunder may be terminated by either the Company or the Placement Agent at any time, with or without cause, upon ten (10) days prior written notice to the other party. (c) In addition to the right of the Placement Agent to terminate this Agreement on ten (10) days written notice pursuant to (b), this Agreement may be terminated by the Placement Agent by written notice to the Company at any time prior to the final Closing of either of the Offerings if, in the Placement Agent’s sole judgment, (i) the Company shall have sustained a loss that is material to the Company, whether or not insured, by reason of fire, earthquake, flood, accident or other calamity, or from any labor dispute or court or government action, order or decree; (ii) trading in securities on any exchange or system shall have been suspended or limited either generally or specifically with respect to the Company’s common stock, $0.001 par value per share (the “Common Stock”); (iii) material governmental restrictions have been imposed on trading in securities generally or specifically with respect to the Common Stock (not in force and effect on the date of this Agreement); (iviii) a banking moratorium shall have been declared by Federal or New York or California State authorities; (viv) an outbreak of major international hostilities or other national or international calamity shall have occurred; (viv) the Congress of the United States or any state legislative body shall have passed or taken any action or measure, or such bodies or any governmental body or any authoritative accounting institute, or board, or any governmental executive shall have adopted any orders, rules or regulations, which the Placement Agent reasonably believes is likely to have a Material Adverse Effect (as defined below); (viivi) the Common Stock shall have been removed from the trading system on which it currently listed, if any, or the Company shall have received notice from such trading system advising the Company of its intention to have the Common Stock removed from such trading system; or (viiivi) there shall have been, in the Placement Agent’s judgment, a material decline in the Dow Xxxxx Industrial Index or the market price of the Common Stock at any time subsequent to the date of this Agreement. “Material Adverse Effect” means a material adverse effect on the assets, liabilities, results of operations, condition (financial or otherwise), or business of the Company or on the OfferingsProposed Offering.

Agreement to Act as Placement Agent. (a) The Company shall engage the Placement Agent, during the term of this Agreement, to render certain investment banking services on an exclusive basis in connection with the Offerings. The Placement Agent shall act on a best efforts basis and does not guarantee that it will be able to (i) raise new capital in the Note Offering or (ii) successfully solicit the Debt Holders to purchase the Exchange Shares for contribution of their Term Notes in the Exchange Offeringany prospective offering. The Company acknowledges that any advice given by the Placement Agent to the Company is solely for the benefit and use of the Board of Directors of the Company and may not be used, reproduced, disseminated, quoted or referred to without the Placement Agent’s prior written consent. (b) The term of the Placement Agent’s exclusive engagement will end on April 30, 2016 at the end of the offering period as described in the Memorandum (the “Offering Period”); provided however, which either party may be extended until September 30, 2016 by agreement of terminate the parties in writing, or earlier terminated. The Placement Agent’s engagement hereunder may be terminated by either the Company or the Placement Agent at any time, with or without cause, time upon ten (10) days prior written notice to the other party. (c) In addition to the right of the Placement Agent to terminate this Agreement on ten (10) days written notice pursuant to (b), this Agreement may be terminated by the Placement Agent by written notice to the Company at any time prior to the final Initial Closing of either of the Offerings if, in the Placement Agent’s sole judgment, (i) the Company shall have sustained a loss that is material to the Company, whether or not insured, by reason of fire, earthquake, flood, accident or other calamity, or from any labor dispute or court or government action, order or decree; (ii) trading in securities on any exchange or system shall have been suspended or limited either generally or specifically with respect to the Company’s common stock, $0.001 par value per share (the “Common Stock”); (iii) material governmental restrictions have been imposed on trading in securities generally or specifically with respect to the Common Stock (not in force and effect on the date of this Agreement); (iv) a banking moratorium shall have been declared by Federal or New York or California State authorities; (v) an outbreak of major international hostilities or other national or international calamity shall have occurred; (vi) the Congress of the United States or any state legislative body shall have passed or taken any action or measure, or such bodies or any governmental body or any authoritative accounting institute, or board, or any governmental executive shall have adopted any orders, rules or regulations, which the Placement Agent reasonably believes is likely to have a Material Adverse Effect (as defined below)on the business, financial condition or financial statements of the Company or the market for the Common Stock; (vii) the Common Stock shall have been removed from the trading system on which it currently listed, if any, or the Company shall have received notice from such trading system advising the Company of its intention to have the Common Stock removed from such trading system; or (viii) there shall have been, in the Placement Agent’s judgment, a material decline in the Dow Xxxxx Jxxxx Industrial Index or the market price of the Common Stock at any time subsequent to the date of this Agreement. “Material Adverse Effect” means a material adverse effect on . (d) Upon termination and thereafter, the assets, liabilities, results of operations, condition (financial or otherwise), or business of the Company or on the OfferingsPlacement Agent will be entitled to collect all amounts owed to it pursuant to Section 11.

Agreement to Act as Placement Agent. (a) The Company shall engage the Placement Agent, during the term of this Agreement, to render certain investment banking services on an exclusive basis in connection with the OfferingsOffering. The Placement Agent shall act on a best efforts basis and does not guarantee that it will be able to (i) raise new capital in the Note Offering or (ii) successfully solicit the Debt Holders to purchase the Exchange Shares for contribution of their Term Notes in the Exchange Offering. The Company acknowledges that any advice given by the Placement Agent to the Company is solely for the benefit and use of the Board of Directors of the Company and may not be used, reproduced, disseminated, quoted or referred to without the Placement Agent’s prior written consent. (b) The term of the Placement Agent’s exclusive engagement will end on April 30October 31, 2016 (the “Offering Period”), which may be extended until September November 30, 2016 by agreement of the parties in writing, or earlier terminated. The Placement Agent’s engagement hereunder may be terminated by either the Company or the Placement Agent at any time, with or without cause, upon ten (10) days prior written notice to the other party. (c) In addition to the right of the Placement Agent to terminate this Agreement on ten (10) days written notice pursuant to (b), this Agreement may be terminated by the Placement Agent by written notice to the Company at any time prior to the final Closing of either of the Offerings Offering if, in the Placement Agent’s sole judgment, (i) the Company shall have sustained a loss that is material to the Company, whether or not insured, by reason of fire, earthquake, flood, accident or other calamity, or from any labor dispute or court or government action, order or decree; (ii) trading in securities on any exchange or system shall have been suspended or limited either generally or specifically with respect to the Company’s common stock, $0.001 par value per share (the “Common Stock”); (iii) material governmental restrictions have been imposed on trading in securities generally or specifically with respect to the Common Stock (not in force and effect on the date of this Agreement); (iv) a banking moratorium shall have been declared by Federal or New York or California State authorities; (v) an outbreak of major international hostilities or other national or international calamity shall have occurred; (vi) the Congress of the United States or any state legislative body shall have passed or taken any action or measure, or such bodies or any governmental body or any authoritative accounting institute, or board, or any governmental executive shall have adopted any orders, rules or regulations, which the Placement Agent reasonably believes is likely to have a Material Adverse Effect (as defined below); (vii) the Common Stock shall have been removed from the trading system on which it currently listed, if any, or the Company shall have received notice from such trading system advising the Company of its intention to have the Common Stock removed from such trading system; or (viii) there shall have been, in the Placement Agent’s judgment, a material decline in the Dow Xxxxx Industrial Index or the market price of the Common Stock at any time subsequent to the date of this Agreement. “Material Adverse Effect” means a material adverse effect on the assets, liabilities, results of operations, condition (financial or otherwise), or business of the Company or on the OfferingsOffering.