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, Xxxxxxx Xxxxx & Associates, Inc. shall be the Company’s exclusive placement agent (in such capacity, the “Placement Agent”), acting on a reasonable efforts basis, in connection with the issuance and sale by the Company of the Securities to the Purchasers in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof, with the terms of the offering to be subject to market conditions and negotiations among the Company, the Placement Agent and the prospective Purchasers (such offering shall be referred to herein as the “Offering”). As compensation for services rendered, and provided that any of the Securities are sold to Purchasers in 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 equal to 5% of the gross proceeds received by the Company from the sale of the Shares and Warrants (the “Placement Fee”). The Placement Agent will not receive any fees in connection with the exercise of the Warrants. The sale of the Securities shall be made pursuant to the purchase agreement in the form included as Exhibit A hereto (the “Purchase Agreement”) on the terms described therein. 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.

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, Xxxxxxx Xxxxx Rxxxxxx Jxxxx & Associates, Inc. shall be the Company’s exclusive placement agent (in such capacity, the “Placement Agent”), acting on a reasonable efforts basis, in connection with the issuance and sale by the Company of the Securities to the Purchasers in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof, with the terms of the offering to be subject to market conditions and negotiations among the Company, the Placement Agent and the prospective Purchasers (such offering shall be referred to herein as the “Offering”). As compensation for services rendered, and provided that any of the Securities are sold to Purchasers in 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 equal to 56% of the gross proceeds received by the Company from the sale of the Shares and Warrants (the “Placement Fee”). The Placement Agent will not receive any fees in connection with the exercise of the Warrants. The sale of the Securities shall be made pursuant to the purchase agreement in the form included as Exhibit A hereto (the “Purchase Agreement”) on the terms described therein. 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.

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”), Xxxxxxx Xxxxx & Associatesbetween the Company and you, Inc. X.X. Xxxxxx Securities LLC, shall be the Company’s exclusive placement agent (in such capacity, the “Placement Agent”), acting on a reasonable best efforts basis, in connection with the issuance and sale by the Company of the Securities to the Purchasers Investors in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), proposed offering pursuant to Section 4(a)(2) thereofthe Registration Statement, with the terms of the offering to be subject to market conditions and negotiations among the Company, the Placement Agent and the prospective Purchasers Investors (such offering shall be referred to herein as the “Offering”). As compensation for services rendered, and provided that any of the Securities are sold to Purchasers Investors in 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 equal to 56% of the gross proceeds received by the Company from the sale of the Shares and Warrants Securities on the Closing Date (the “Placement Fee”). The Placement Agent will not receive any fees in connection with the exercise of the Warrants. The sale of the Securities shall be made pursuant to the Registration Statement. The Company will enter into a securities purchase agreement with the Investor in the form included as Exhibit A hereto (the “Securities Purchase Agreement”) on the terms set forth in the General Disclosure Package and the Prospectus and as described thereinon 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.

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 AgreementAgreement between the Company and you, Xxxxxxx Xxxxx & AssociatesXxxx Capital Partners, Inc. LLC shall be the Company’s exclusive placement agent (in such capacity, the “Placement Agent”), acting on a reasonable efforts basis, in connection with the issuance and sale by the Company of the Securities to the Purchasers Investors in a private placement exempt from registration proposed takedown under the Securities Act of 1933, Registration Statement (as amended (the “Securities Act”defined below), pursuant to Section 4(a)(2) thereof, with the terms of the each offering to be subject to market conditions and negotiations among between the Company, the Placement Agent and the prospective Purchasers Investors (such offering takedown shall be referred to herein as the “Offering”). As compensation for services rendered, and provided that any of the Securities are sold to Purchasers Investors in the Offering, on the Closing Date (as defined in Section 1(c) hereofbelow) of the Offering, the Company shall pay to the Placement Agent an amount in equal to 6% of the aggregate gross proceeds received by the Company from the sale of the Securities to investors other than Eastern Capital or its affiliates (“EC”) and 1% of the gross proceeds received by the Company from the sale of the Securities to EC (collectively, the “Placement Fee”); provided, that 10% of the Placement Fee (other than any fee payable to the Placement Agent with respect to EC), up to a maximum of $75,000, shall be paid by the Company to LifeTech Capital; and provided, further, that the Company shall pay an amount equal to 5% of the gross proceeds received by the Company from the sale of the Shares Securities to EC to XxXxxxxx, Xxxxx and Warrants Vlak (the “Placement Fee”"MLV"). The Placement Agent will not receive any fees in connection with the exercise of the Warrants. The sale of the Securities shall be made pursuant to the purchase agreement subscription agreements in the form included as Exhibit A hereto (the “Purchase AgreementSubscription Agreements”) on the terms described thereinon 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, Xxxxxxx Xxxxx & Associates, Inc. shall be the Company’s exclusive placement agent (in such capacity, the “Placement Agent”), acting on a reasonable efforts basis, in connection with the issuance and sale by the Company of the Securities to the Purchasers in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof, with the terms of the offering to be subject to market conditions and negotiations among the Company, the Placement Agent and the prospective Purchasers (such offering shall be referred to herein as the “Offering”). As compensation for services rendered, and provided that any of the Securities are sold to Purchasers in 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 equal to 5% of the gross proceeds received by the Company from the sale of the Shares and Warrants one million dollars ($1,000,000) (the “Placement Fee”). The Placement Agent will not receive any fees in connection with the exercise of the Warrants. The sale of the Securities shall be made pursuant to the purchase securities issuance agreement in the form included as Exhibit A hereto (the “Purchase Issuance Agreement”) on the terms described therein. 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.