Common use of Agreement to Act as Placement Agents; Delivery and Payment Clause in Contracts

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Placement Agents agree to act as the Company’s exclusive placement agent to assist the Company, on a best efforts basis, in connection with the proposed issuance and sale by the Company of the Securities to the Investors. The Company expressly acknowledges and agrees that this Agreement does not in any way constitute a commitment by the Placement Agents to purchase any of the Securities and does not ensure successful placement of the Securities or any portion thereof. In accordance with the terms of that certain Engagement Letter, dated December 14, 2005, between the Company and X.X. Xxxxxxx & Sons, Inc., and that certain Engagement Letter, dated December 14, 2005, between the Company and Xxxxxxx Securities, Inc. (together, the “Engagement Letters”), concurrently with the Closing (as defined below) the Company shall (i) pay to X.X. Xxxxxxx & Sons, Inc. an amount equal to 4% of the aggregate gross purchase price of the Shares (the “Xxxxxxx’ Placement Fee”), which payment shall be effected as set forth in the paragraph immediately following this paragraph, (ii) pay to Xxxxxxx Securities, Inc. an amount equal to 2% of the aggregate gross purchase price of the Shares (together with the Xxxxxxx’ Placement Fee, the “Placement Fee”), which payment shall be effected as set forth in the paragraph immediately following this paragraph, and (iii) issue to each Placement Agent a warrant in the form attached as Schedule I to purchase that number of shares of Common Stock which is equal to 1% of the aggregate number of Shares plus the Investor Warrant Shares sold to the Investors (the “Warrants”). Concurrently with the issuance of the Warrants, the Company shall execute and deliver a Registration Rights Agreement in substantially the form attached as Schedule II to the Placement Agents for their respective signatures. Upon satisfaction of the conditions set forth in Section 5 hereof, the closing of the sale and issuance of the Shares and the Investor Warrants (the “Closing”) shall occur at the offices of Xxxxxxx Xxxx & Xxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as may be agreed upon between you and the Company (the “Place of Closing”), at 10:00 a.m., New York City Time, on Monday, December 19, 2005, or at such other time and date as you and the Company may agree, such time and date of payment and delivery being herein called the “Closing Date.” The issuance and sale by the Company of the Shares and the Investor Warrants to an Investor may be made pursuant to a Securities Purchase Agreement with the Investors in the form attached as Schedule III (the “Securities Purchase Agreement”). The delivery of the applicable Shares shall be made to the respective account(s) of each Investor against payment by such Investor of the purchase price thereof in accordance with the terms of and in the manner directed by the Securities Purchase Agreement or as otherwise agreed to with the Placement Agents and the Company. The Company shall deliver the Investor Warrants as provided in the Securities Purchase Agreement. At the Closing, the Company shall pay the Placement Fee and any expenses of the Placement Agents for which the Company is obligated to reimburse, in each case, owed to each Placement Agent by wire transfer in accordance with such Placement Agent’s payment instructions to the Company, and the Company shall issue the Warrants and deliver the same to X.X. Xxxxxxx & Sons, Inc. for delivery to the Placement Agents. It is understood that the Company proposes to offer the Securities to the Investors upon the terms and conditions set forth in the Prospectus (as defined below).

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Placement Agents agree to act as the Company’s exclusive placement agent to assist the Company, on a best efforts basis, in connection with the proposed issuance and sale by the Company of the Securities to the Investors. The Company expressly acknowledges and agrees that this Agreement does not in any way constitute a commitment by the Placement Agents to purchase any of the Securities and does not ensure successful placement of the Securities or any portion thereof. In accordance with the terms of that certain Engagement Letter, dated December 14April 16, 20052004, between the Company and X.X. Xxxxxxx & Sons, Inc., and that certain Engagement Letter, dated December 14April 16, 20052004, between the Company and Xxxxxxx Securities, Inc. (together, the “Engagement Letters”), concurrently with the Closing (as defined below) the Company shall (i) pay to X.X. Xxxxxxx & Sons, Inc. the Placement Agents an amount equal to 46% of the aggregate gross purchase price of the Shares (the “Xxxxxxx’ Placement Fee”), which payment shall be effected as set forth in the paragraph immediately following this paragraph, (ii) pay to Xxxxxxx Securities, Inc. an amount equal to 2% of the aggregate gross purchase price of the Shares (together with the Xxxxxxx’ Placement Fee, the “Placement Fee”), which payment shall be effected as set forth in the paragraph immediately following this paragraph, and (iiiii) issue to each the Placement Agent a warrant Agents warrants in the form attached as Schedule I to purchase that number of shares of Common Stock which is equal to 15% of the aggregate number of Shares sold to the Investors plus the Investor Warrant Shares sold to the Investors (the “Warrants”). Concurrently with the issuance of the Warrants, the Company shall execute and deliver a Registration Rights Agreement in substantially the form attached as Schedule II to the Placement Agents for their respective signatures. The allocation of the Placement Fee and the Warrants among the Placement Agents is contained in the Agreement Among Placement Agents dated as of June 21, 2004. Upon satisfaction of the conditions set forth in Section 5 hereof, the closing of the sale and issuance of the Shares and the Investor Warrants (the “Closing”) shall occur at the offices of Xxxxxxx Xxxx & Xxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as may be agreed upon between you and the Company (the “Place of Closing”), at 10:00 a.m., New York City Timetime, on MondayJune 23, December 19, 20052004, or at such other time and date as you and the Company may agree, such time and date of payment and delivery being herein called the “Closing Date.” The issuance and sale by the Company delivery of the Shares and the Investor Warrants to an Investor may be made pursuant to a Securities Purchase Agreement with the Investors in the form attached as Schedule III (the “Securities Purchase Agreement”). The delivery of the applicable Shares shall be made to the respective account(s) accounts of each Investor the Investors against payment by such Investor the Investors of the purchase price thereof in accordance with (the terms of and in the manner directed by the Securities Purchase Agreement or as otherwise agreed “Requisite Funds”) to with the Placement Agents and on behalf of the CompanyCompany by Federal Funds wire transfer payable in same day funds. The Company Placement Agents shall deliver then immediately transfer the Investor Warrants as provided in the Securities Purchase Agreement. At the ClosingRequisite Funds, the Company shall pay less the Placement Fee and any expenses of the Placement Agents for which the Company is obligated to reimburse, in each case, owed to each Placement Agent the Company by Federal Funds wire transfer payable in accordance with same day funds. The delivery of the Shares to the Investors shall be made, at the option of X.X. Xxxxxxx & Sons, Inc., either through the facilities of The Depository Trust Company (the “DTC”) or by certificated securities. If X.X. Xxxxxxx & Sons, Inc. elects to deliver the Shares through the facilities of DTC, upon receipt of notice from X.X. Xxxxxxx & Sons, Inc. the Company shall direct Computershare Trust Company, Inc., as the Company’s registrar and transfer agent, to register the Shares to the account of X.X. Xxxxxxx & Sons, Inc. at least one full business day prior to the Closing Date for transfer to the respective accounts of the Investors on the Closing Date. If the Placement Agents elect to deliver certificated securities, the Company will deliver definitive certificates for the Shares at the office of X.X. Xxxxxxx & Sons, Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (“Xxxxxxx’ Office”), or such Placement Agent’s payment instructions other place as you and the Company may mutually agree upon. The certificates for the Shares so to be delivered will be made available to you for inspection at Xxxxxxx’ Office (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be registered in such names and denominations as you may request at least forty-eight hours prior to the Closing Date. The Company shall deliver the Investor Warrants as provided in the Securities Purchase Agreement, dated of even date herewith, by and among the Company, and the investor listed on Schedule I attached thereto. At the Closing, the Company shall issue the Warrants and deliver the same to X.X. Xxxxxxx & Sons, Inc. for delivery to the Placement AgentsAgents as allocated between them in accordance with instructions provided to the Company by X.X. Xxxxxxx & Sons, Inc. at least one full business day prior to the Closing Date. Within five (5) business days after the receipt by the Company from an Investor of both a valid notice of exercise of any Investor Warrants and the payment in cash of the aggregate exercise price for the Investor Warrants being exercised, the Company shall pay to the Placement Agents an amount equal to 6% of such aggregate exercise price of the Investor Warrants that are so exercised by any such Investor (the “Deferred Placement Fee”), by wire transfer to such account or accounts as the Placement Agents shall direct the Company in writing. It is understood that the Company proposes to offer the Securities to the Investors upon the terms and conditions set forth in the Prospectus (as defined below).

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Placement Agents agree to act as the Company’s exclusive placement agent to assist the Company, on a best efforts basis, in connection with the proposed issuance and sale by the Company of the Securities Shares to the Investors. The Company expressly acknowledges and agrees that this Agreement does not in any way constitute a commitment by the Placement Agents to purchase any of the Securities Shares and does not ensure successful placement of the Securities Shares or any portion thereof. In accordance with the terms of that certain Engagement Letter, dated December 14February 16, 2005, between the Company and X.X. Xxxxxxx & Sons, Inc., and that certain Engagement Letter, dated December 14February 16, 2005, between the Company and Xxxxxxx Securities, Inc. (together, the “Engagement Letters”), concurrently with the Closing (as defined below) the Company shall (i) pay to X.X. Xxxxxxx & Sons, Inc. an amount equal to 4% of the aggregate gross purchase price of the Shares (the “Xxxxxxx’ Placement Fee”), which payment shall be effected as set forth in the paragraph immediately following this paragraph, (ii) pay to Xxxxxxx Securities, Inc. an amount equal to 2% of the aggregate gross purchase price of the Shares (together with the Xxxxxxx’ Placement Fee, the “Placement Fee”), which payment shall be effected as set forth in the paragraph immediately following this paragraph, and (iii) issue to each Placement Agent a warrant in the form attached as Schedule I to purchase that number of shares of Common Stock which is equal to 1% of the aggregate number of Shares plus the Investor Warrant Shares sold to the Investors (the “Warrants”). Concurrently with the issuance of the Warrants, the Company shall execute and deliver a Registration Rights Agreement in substantially the form attached as Schedule II to the Placement Agents for their respective signatures. Upon satisfaction of the conditions set forth in Section 5 hereof, the closing of the sale and issuance of the Shares and the Investor Warrants (the “Closing”) shall occur at the offices of Xxxxxxx Xxxx & Xxxxx XxXxxxxxx LLP, 000 Xxxxx Xxxxxx0000 Xxxx Xxxxxxxxxx Xxx., Xxx Xxxx Xxxx Xxxx, Xxx Xxxx XX 00000, or at such other place as may be agreed upon between you and the Company (the “Place of Closing”), at 10:00 a.m., New York City Time, on MondayTuesday, December 19March 8, 2005, or at such other time and date as you and the Company may agree, such time and date of payment and delivery being herein called the “Closing Date.” The issuance and sale by the Company of the Shares and the Investor Warrants to an Investor may be made pursuant to a Securities Purchase Agreement subscription agreement with the Investors such Investor in the form attached as Schedule III (the each, a “Securities Purchase Subscription Agreement”). The delivery of the applicable Shares shall be made to the respective account(s) of each Investor against payment by such Investor of the purchase price thereof in accordance with the terms of and in the manner directed by the Securities Purchase such Investor’s Subscription Agreement or as otherwise agreed to with the Placement Agents and the Company. The Company shall deliver the Investor Warrants as provided in the Securities Purchase Agreement. At the Closing, the Company shall pay the Placement Fee and any expenses of the Placement Agents for which the Company is obligated to reimburse, in each case, owed to each Placement Agent by wire transfer in accordance with such Placement Agent’s payment instructions to the Company, and the Company shall issue the Warrants and deliver the same to X.X. Xxxxxxx & Sons, Inc. for delivery to the Placement Agents. It is understood that the Company proposes to offer the Securities Shares to the Investors upon the terms and conditions set forth in the Prospectus (as defined below).

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Placement Agents agree to act as the Company’s 's exclusive placement agent to assist the Company, on a best efforts basis, in connection with the proposed issuance and sale by the Company of the Securities Shares to the Investors. The Company expressly acknowledges and agrees that this Agreement does not in any way constitute a commitment by the Placement Agents to purchase any of the Securities Shares and does not ensure successful placement of the Securities Shares or any portion thereof. In accordance with the terms of that certain Engagement Letter, dated December 14February 16, 2005, between the Company and X.X. Xxxxxxx & Sons, Inc., and that certain Engagement Letter, dated December 14February 16, 2005, between the Company and Xxxxxxx Securities, Inc. (together, the “"Engagement Letters”"), concurrently with the Closing (as defined below) the Company shall (i) pay to X.X. Xxxxxxx & Sons, Inc. an amount equal to 4% of the aggregate gross purchase price of the Shares (the “"Xxxxxxx’ ' Placement Fee”"), which payment shall be effected as set forth in the paragraph immediately following this paragraph, (ii) pay to Xxxxxxx Securities, Inc. an amount equal to 2% of the aggregate gross purchase price of the Shares (together with the Xxxxxxx’ ' Placement Fee, the “"Placement Fee”"), which payment shall be effected as set forth in the paragraph immediately following this paragraph, and (iii) issue to each Placement Agent a warrant in the form attached as Schedule I to purchase that number of shares of Common Stock which is equal to 1% of the aggregate number of Shares plus the Investor Warrant Shares sold to the Investors (the “"Warrants”"). Concurrently with the issuance of the Warrants, the Company shall execute and deliver a Registration Rights Agreement in substantially the form attached as Schedule II to the Placement Agents for their respective signatures. Upon satisfaction of the conditions set forth in Section 5 hereof, the closing of the sale and issuance of the Shares and the Investor Warrants (the “"Closing”") shall occur at the offices of Xxxxxxx Xxxx & Xxxxx XxXxxxxxx LLP, 000 Xxxxx Xxxxxx0000 Xxxx Xxxxxxxxxx Xxx., Xxx Xxxx Xxxx Xxxx, Xxx Xxxx XX 00000, or at such other place as may be agreed upon between you and the Company (the “"Place of Closing”"), at 10:00 a.m., New York City Time, on MondayTuesday, December 19March 8, 2005, or at such other time and date as you and the Company may agree, such time and date of payment and delivery being herein called the “"Closing Date.” " The issuance and sale by the Company of the Shares and the Investor Warrants to an Investor may be made pursuant to a Securities Purchase Agreement subscription agreement with the Investors such Investor in the form attached as Schedule III (the “Securities Purchase each, a "Subscription Agreement”"). The delivery of the applicable Shares shall be made to the respective account(s) of each Investor against payment by such Investor of the purchase price thereof in accordance with the terms of and in the manner directed by the Securities Purchase such Investor's Subscription Agreement or as otherwise agreed to with the Placement Agents and the Company. The Company shall deliver the Investor Warrants as provided in the Securities Purchase Agreement. At the Closing, the Company shall pay the Placement Fee and any expenses of the Placement Agents for which the Company is obligated to reimburse, in each case, owed to each Placement Agent by wire transfer in accordance with such Placement Agent’s payment instructions to the Company, and the Company shall issue the Warrants and deliver the same to X.X. Xxxxxxx & Sons, Inc. for delivery to the Placement Agents. It is understood that the Company proposes to offer the Securities Shares to the Investors upon the terms and conditions set forth in the Prospectus (as defined below).

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Placement Agents agree to act as the Company’s 's exclusive placement agent agents to assist the Company, on a best efforts basis, in connection with the proposed issuance and sale by the Company of the Securities Shares to the Investors. The Company expressly acknowledges and agrees that this Agreement does not in any way constitute a commitment by shall pay to the Placement Agents to purchase any of the Securities and does not ensure successful placement of the Securities or any portion thereof. In accordance with the terms of that certain Engagement Letter, dated December 14, 2005, between the Company and X.X. Xxxxxxx & Sons, Inc., and that certain Engagement Letter, dated December 14, 2005, between the Company and Xxxxxxx Securities, Inc. (together, the “Engagement Letters”), concurrently with the Closing (as defined below) the Company shall ): (i) pay 3% of the gross proceeds received by the Company from any sale of Shares to the investors listed on SCHEDULE II hereto; and (ii) 6% of the gross proceeds received by the Company from the sale of Shares to any other Investor (collectively, the "PLACEMENT FEE"). Prior to the closing of the transactions contemplated by this Agreement, the Company, the Placement Agents and a bank, trust or escrow company mutually acceptable to the Company and the Representative, acting as escrow agent (the "ESCROW AGENT"), shall enter into an Escrow Agreement in form and substance mutually acceptable to the Company and the Representative (the "ESCROW AGREEMENT"), pursuant to which an escrow account will be established, at the Company's expense, for the benefit of the Investors (the "ESCROW ACCOUNT"). Prior to the Closing Date, (i) each of the Investors will deposit in the Escrow Account an amount equal to the purchase price of $2.70 per Share multiplied by the number of Shares purchased by it, and (ii) the Escrow Agent will notify the Company and the Representative in writing whether the Investors have deposited in the Escrow Account funds in the amount equal to the proceeds of the sale of 1,851,852 Shares offered by the Company (the "REQUISITE FUNDS"). After receiving notice from the Escrow Agent that it has received the Requisite Funds, the Company will deliver definitive certificates for the Shares at the office of X.X. Xxxxxxx & Sons, Inc. an amount equal to 4% Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx ("XXXXXXX' OFFICE"), or such other place as you and the Company may mutually agree upon, for the accounts of the aggregate gross Investors against payment from the Escrow Account to the Company of the purchase price of for the Shares (the “Xxxxxxx’ Placement Fee”), which payment shall be effected as set forth in the paragraph immediately following this paragraph, (ii) pay to Xxxxxxx Securities, Inc. an amount equal to 2% of less the aggregate gross purchase price of Placement Fee and payment from the Shares (together with the Xxxxxxx’ Placement Fee, the “Placement Fee”), which payment shall be effected as set forth in the paragraph immediately following this paragraph, and (iii) issue to each Placement Agent a warrant in the form attached as Schedule I to purchase that number of shares of Common Stock which is equal to 1% of the aggregate number of Shares plus the Investor Warrant Shares sold to the Investors (the “Warrants”). Concurrently with the issuance of the Warrants, the Company shall execute and deliver a Registration Rights Agreement in substantially the form attached as Schedule II Escrow Account to the Placement Agents for their respective signatures. Upon satisfaction of the conditions set forth Placement Fee, each as provided in Section 5 hereof, the Escrow Agreement. The closing of the sale and issuance of the Shares and the Investor Warrants (the “Closing”"CLOSING") shall occur at the offices of Xxxxxxx Xxxx & Xxx Xxxxx LLP, 000 Xxxxx Xxxxxxxxx Xxxxxx, Xxx XxxxXx. Xxxxx, Xxx Xxxx Xxxxxxxx 00000, or at such other place as may be agreed upon between you and the Company (the “Place of Closing”"PLACE OF CLOSING"), at 10:00 a.m., New York City Timetime, on MondayApril 8, December 19, 20052002, or at such other time and date not later than one full business day thereafter as you and the Company may agree, such time and date of payment and delivery being herein called the “Closing Date"CLOSING DATE.” " The issuance and sale by the Company of certificates for the Shares and the Investor Warrants so to an Investor may be delivered will be made pursuant available to a Securities Purchase Agreement with the Investors in the form attached you for inspection at Xxxxxxx' Office (or such other place as Schedule III (the “Securities Purchase Agreement”). The delivery of the applicable Shares shall be made to the respective account(s) of each Investor against payment by such Investor of the purchase price thereof in accordance with the terms of and in the manner directed by the Securities Purchase Agreement or as otherwise agreed to with the Placement Agents and the Company. The Company shall deliver the Investor Warrants as provided in the Securities Purchase Agreement. At the Closing, the Company shall pay the Placement Fee and any expenses of the Placement Agents for which the Company is obligated to reimburse, in each case, owed to each Placement Agent by wire transfer in accordance with such Placement Agent’s payment instructions to the Company, you and the Company shall issue the Warrants and deliver the same to X.X. Xxxxxxx & Sons, Inc. for delivery may mutually agree upon) at least one full business day prior to the Placement AgentsClosing Date and will be registered in such names and denominations as you may request at least forty-eight hours prior to the Closing Date. It is understood that the Company proposes to offer the Securities Shares to the Investors upon the terms and conditions set forth in the Prospectus (as defined below)hereinafter defined.

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Placement Agents agree to act as the Company’s exclusive placement agent agents to assist the Company, on a best efforts basis, in connection with the proposed issuance and sale by the Company of the Securities to the Investors. The Company expressly acknowledges and agrees that this Agreement does not in any way constitute a commitment by the Placement Agents to purchase any of the Securities and does not ensure successful placement of the Securities or any portion thereof. In accordance with The Company shall pay to the terms of that certain Engagement Letter, dated December 14, 2005, between the Company and X.X. Xxxxxxx & Sons, Inc., and that certain Engagement Letter, dated December 14, 2005, between the Company and Xxxxxxx Securities, Inc. (together, the “Engagement Letters”), Placement Agents concurrently with the Closing (as defined below) the Company shall (i) pay to X.X. Xxxxxxx & Sons, Inc. an amount equal to 46.0% of the aggregate gross purchase price of the Shares (the “Xxxxxxx’ Placement Fee”)Securities, which payment shall excluding any consideration that may be effected as set forth paid in the paragraph immediately following this paragraph, (ii) pay to Xxxxxxx Securities, Inc. an amount equal to 2% future upon exercise of the aggregate gross purchase price of the Shares Warrants (together with the Xxxxxxx’ Placement Fee, the “Placement Fee”). In addition, which payment shall be effected as set forth in the paragraph immediately following this paragraph, and (iii) Company will issue to each the Placement Agents at closing warrants (the “Placement Agent a warrant Warrant”), in the form of Exhibit D attached as Schedule I hereto, to purchase that up to an aggregate number of shares of Common Stock which is equal to 1% two and one-half percent (2.5%) of the aggregate number of Shares plus sold in the Investor Warrant Shares sold to the Investors (the “Warrants”). Concurrently with the issuance of the Warrants, the Company shall execute and deliver a Registration Rights Agreement in substantially the form attached as Schedule II to the Placement Agents for their respective signaturesoffering. Upon satisfaction of the conditions set forth in Section 5 hereof, the closing of the sale and issuance of the Shares and the Investor Warrants Securities (the “Closing”) shall occur at the offices of Xxxxxxxxx Xxxxx Xxxxxxx Xxxx & Xxxxx LLPXxxxx, 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx Xxxxxx0000, Xxx XxxxXxxxxxx Xxxxx, Xxx Xxxx 00000Xxxxxxxxxx, or at such other place as may be agreed upon between you the Lead Placement Agent and the Company (the “Place of Closing”)Company, at 10:00 a.m., New York City Eastern Standard Time, on MondayAugust 29, December 19, 20052007, or at such other time and date as you the Lead Placement Agent and the Company may agree, such time and date of payment and delivery being herein called the “Closing Date.” The issuance and sale by the Company of the Shares and the Investor Warrants to an Investor may be made pursuant to a Securities Purchase Agreement Concurrently with the Investors in execution and delivery of this Agreement, the form attached Company, the Placement Agents and JPMorganChase, as Schedule III escrow agent (the “Escrow Agent”), shall enter into an escrow agreement (the “Escrow Agreement”), pursuant to which an escrow account (the “Escrow Account”) will be established for the benefit of the Company and the Investors who desire to settle their purchase through the facilities of The Depository Trust Company’s DWAC system. Prior to the Closing Date, each such Investor shall deposit into the Escrow Account an amount equal to the product of (x) the number of Securities such Investor has agreed to purchase and (y) the purchase price per unit as set forth on the cover page of the Prospectus (the “Purchase AgreementAmount”). The delivery aggregate of all such Purchase Amounts deposited into the applicable Shares shall be made Escrow Account is herein referred to as the “Escrow Funds.” On the Closing Date, the Escrow Agent will disburse the Escrow Funds from the Escrow Account to the respective account(s) of each Investor against payment by such Investor of the purchase price thereof in accordance with the terms of Company and in the manner directed by the Securities Purchase Agreement or as otherwise agreed to with the Placement Agents and the Company. The Company shall deliver the Investor Warrants as provided in the Securities Purchase Escrow Agreement. At the Closing, the Company shall pay the Placement Fee and any expenses of the Placement Agents for which the Company is obligated to reimburse, in each case, owed to each Placement Agent by wire transfer in accordance with such Placement Agent’s payment instructions to the Company, and the Company shall issue the Warrants and cause its transfer agent to deliver the same Shares purchased by such Investors, which delivery may be made through the facilities of The Depository Trust Company’s DWAC system. Any Investor not settling its purchase pursuant to X.X. Xxxxxxx & Sonsthe immediately preceding paragraph shall deposit its respective Purchase Amount into an account or accounts established with the Lead Placement Agent prior to the Closing Date. On the Closing Date, Inc. the Lead Placement Agent shall, with respect to each such Investor, cause such Purchase Amount to be wired from such accounts to an account designated by the Company in exchange for delivery the release of such Investor’s Shares. All Warrants to be issued by the Company hereunder shall be delivered in physical form to the Investors at the addresses set forth on the signature pages to the subscription agreements executed by such Investors. The Company acknowledges and agrees that the Placement Agents shall act as independent contractors, and not as fiduciaries, and any duties of the Placement Agents with respect to investment banking services to the Company, including the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering), shall be contractual in nature, as expressly set forth herein, and shall be owed solely to the Company. Each party disclaims any intention to impose any fiduciary or similar duty on the other. Additionally, the Placement Agents have not advised, nor are advising, the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the transactions contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Placement Agents shall have no responsibility or liability to the Company with respect thereto. Any review by the Placement Agents of the Company, the transactions contemplated hereby or other matters relating to such transactions has been and will be performed solely for the benefit of the Placement Agents and has not been and shall not be on behalf of the Company or any other person. It is understood that the Placement Agents have not and will not be rendering an opinion to the Company as to the fairness of the terms of the offering. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Placement Agents may have financial interests in the success of the offering contemplated hereby that are not limited to the Placement AgentsFee and the Placement Agent Warrant. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Placement Agents with respect to any breach or alleged breach of fiduciary duty. It is understood that the Company proposes to offer the Securities to the Investors upon the terms and conditions set forth in the Prospectus Registration Statement (as defined belowhereinafter defined).

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Placement Agents agree to act as the Company’s 's exclusive placement agent to assist the Company, on a best efforts basis, in connection with the proposed issuance and sale by the Company of the Securities to the Investors. The Company expressly acknowledges and agrees that this Agreement does not in any way constitute a commitment by the Placement Agents to purchase any of the Securities and does not ensure successful placement of the Securities or any portion thereof. In accordance with the terms of that certain Engagement Letter, dated December 14April 16, 20052004, between the Company and X.X. Xxxxxxx & Sons, Inc., and that certain Engagement Letter, dated December 14April 16, 20052004, between the Company and Xxxxxxx Securities, Inc. (together, the “"Engagement Letters”"), concurrently with the Closing (as defined below) the Company shall (i) pay to X.X. Xxxxxxx & Sons, Inc. the Placement Agents an amount equal to 46% of the aggregate gross purchase price of the Shares (the “Xxxxxxx’ "Placement Fee”), which payment shall be effected as set forth in the paragraph immediately following this paragraph, (ii) pay to Xxxxxxx Securities, Inc. an amount equal to 2% of the aggregate gross purchase price of the Shares (together with the Xxxxxxx’ Placement Fee, the “Placement Fee”"), which payment shall be effected as set forth in the paragraph immediately following this paragraph, and (iiiii) issue to each the Placement Agent a warrant Agents warrants in the form attached as Schedule I to purchase that number of shares of Common Stock which is equal to 15% of the aggregate number of Shares sold to the Investors plus the Investor Warrant Shares sold to the Investors (the “"Warrants”"). Concurrently with the issuance of the Warrants, the Company shall execute and deliver a Registration Rights Agreement in substantially the form attached as Schedule II to the Placement Agents for their respective signatures. The allocation of the Placement Fee and the Warrants among the Placement Agents is contained in the Agreement Among Placement Agents dated as of June 21, 2004. Upon satisfaction of the conditions set forth in Section 5 hereof, the closing of the sale and issuance of the Shares and the Investor Warrants (the “"Closing”") shall occur at the offices of Xxxxxxx Xxxx & Xxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as may be agreed upon between you and the Company (the “"Place of Closing”"), at 10:00 a.m., New York City Timetime, on MondayJune 23, December 19, 20052004, or at such other time and date as you and the Company may agree, such time and date of payment and delivery being herein called the “"Closing Date.” " The issuance and sale by the Company delivery of the Shares and the Investor Warrants to an Investor may be made pursuant to a Securities Purchase Agreement with the Investors in the form attached as Schedule III (the “Securities Purchase Agreement”). The delivery of the applicable Shares shall be made to the respective account(s) accounts of each Investor the Investors against payment by such Investor the Investors of the purchase price thereof in accordance with (the terms of and in the manner directed by the Securities Purchase Agreement or as otherwise agreed "Requisite Funds") to with the Placement Agents and on behalf of the CompanyCompany by Federal Funds wire transfer payable in same day funds. The Company Placement Agents shall deliver then immediately transfer the Investor Warrants as provided in the Securities Purchase Agreement. At the ClosingRequisite Funds, the Company shall pay less the Placement Fee and any expenses of the Placement Agents for which the Company is obligated to reimburse, in each case, owed to each Placement Agent the Company by Federal Funds wire transfer payable in accordance with same day funds. The delivery of the Shares to the Investors shall be made, at the option of X.X. Xxxxxxx & Sons, Inc., either through the facilities of The Depository Trust Company (the "DTC") or by certificated securities. If X.X. Xxxxxxx & Sons, Inc. elects to deliver the Shares through the facilities of DTC, upon receipt of notice from X.X. Xxxxxxx & Sons, Inc. the Company shall direct Computershare Trust Company, Inc., as the Company's registrar and transfer agent, to register the Shares to the account of X.X. Xxxxxxx & Sons, Inc. at least one full business day prior to the Closing Date for transfer to the respective accounts of the Investors on the Closing Date. If the Placement Agents elect to deliver certificated securities, the Company will deliver definitive certificates for the Shares at the office of X.X. Xxxxxxx & Sons, Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx ("Xxxxxxx' Office"), or such Placement Agent’s payment instructions other place as you and the Company may mutually agree upon. The certificates for the Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be registered in such names and denominations as you may request at least forty-eight hours prior to the Closing Date. The Company shall deliver the Investor Warrants as provided in the Securities Purchase Agreement, dated of even date herewith, by and among the Company, and the investor listed on Schedule I attached thereto. At the Closing, the Company shall issue the Warrants and deliver the same to X.X. Xxxxxxx & Sons, Inc. for delivery to the Placement AgentsAgents as allocated between them in accordance with instructions provided to the Company by X.X. Xxxxxxx & Sons, Inc. at least one full business day prior to the Closing Date. Within five (5) business days after the receipt by the Company from an Investor of both a valid notice of exercise of any Investor Warrants and the payment in cash of the aggregate exercise price for the Investor Warrants being exercised, the Company shall pay to the Placement Agents an amount equal to 6% of such aggregate exercise price of the Investor Warrants that are so exercised by any such Investor (the "Deferred Placement Fee"), by wire transfer to such account or accounts as the Placement Agents shall direct the Company in writing. It is understood that the Company proposes to offer the Securities to the Investors upon the terms and conditions set forth in the Prospectus (as defined below).

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Placement Agents agree to act as the Company’s 's exclusive placement agent to assist the Company, on a best efforts basis, in connection with the proposed issuance and sale by the Company of the Securities to the Investors. The Company expressly acknowledges and agrees that this Agreement does not in any way constitute a commitment by the Placement Agents to purchase any of the Securities and does not ensure successful placement of the Securities or any portion thereof. In accordance with the terms of that certain Engagement Letter, dated December 14, 2005, between the Company and X.X. Xxxxxxx & Sons, Inc., and that certain Engagement Letter, dated December 14, 2005, between the Company and Xxxxxxx Securities, Inc. (together, the “"Engagement Letters”"), concurrently with the Closing (as defined below) the Company shall (i) pay to X.X. Xxxxxxx & Sons, Inc. an amount equal to 4% of the aggregate gross purchase price of the Shares (the “"Xxxxxxx’ ' Placement Fee”"), which payment shall be effected as set forth in the paragraph immediately following this paragraph, (ii) pay to Xxxxxxx Securities, Inc. an amount equal to 2% of the aggregate gross purchase price of the Shares (together with the Xxxxxxx’ ' Placement Fee, the “"Placement Fee”"), which payment shall be effected as set forth in the paragraph immediately following this paragraph, and (iii) issue to each Placement Agent a warrant in the form attached as Schedule I to purchase that number of shares of Common Stock which is equal to 1% of the aggregate number of Shares plus the Investor Warrant Shares sold to the Investors (the “"Warrants”"). Concurrently with the issuance of the Warrants, the Company shall execute and deliver a Registration Rights Agreement in substantially the form attached as Schedule II to the Placement Agents for their respective signatures. Upon satisfaction of the conditions set forth in Section 5 hereof, the closing of the sale and issuance of the Shares and the Investor Warrants (the “"Closing”") shall occur at the offices of Xxxxxxx Xxxx & Xxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as may be agreed upon between you and the Company (the “"Place of Closing”"), at 10:00 a.m., New York City Time, on Monday, December 19, 2005, or at such other time and date as you and the Company may agree, such time and date of payment and delivery being herein called the “"Closing Date.” " The issuance and sale by the Company of the Shares and the Investor Warrants to an Investor may be made pursuant to a Securities Purchase Agreement with the Investors in the form attached as Schedule III (the “"Securities Purchase Agreement”"). The delivery of the applicable Shares shall be made to the respective account(s) of each Investor against payment by such Investor of the purchase price thereof in accordance with the terms of and in the manner directed by the Securities Purchase Agreement or as otherwise agreed to with the Placement Agents and the Company. The Company shall deliver the Investor Warrants as provided in the Securities Purchase Agreement. At the Closing, the Company shall pay the Placement Fee and any expenses of the Placement Agents for which the Company is obligated to reimburse, in each case, owed to each Placement Agent by wire transfer in accordance with such Placement Agent’s 's payment instructions to the Company, and the Company shall issue the Warrants and deliver the same to X.X. Xxxxxxx & Sons, Inc. for delivery to the Placement Agents. It is understood that the Company proposes to offer the Securities to the Investors upon the terms and conditions set forth in the Prospectus (as defined below).

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Placement Agents agree to act as the Company’s 's exclusive placement agent to assist the Company, on a best efforts basis, in connection with the proposed issuance and sale by the Company of the Securities to the Investors. The Company expressly acknowledges and agrees that this Agreement does not in any way constitute a commitment by the Placement Agents to purchase any of the Securities and does not ensure successful placement of the Securities or any portion thereof. In accordance with the terms of that certain Engagement Letter, dated December 14April 16, 20052004, between the Company and X.X. Xxxxxxx & Sons, Inc., and that certain Engagement Letter, dated December 14April 16, 20052004, between the Company and Xxxxxxx Securities, Inc. (together, the “"Engagement Letters”"), concurrently with the Closing (as defined below) the Company shall (i) pay to X.X. Xxxxxxx & Sons, Inc. the Placement Agents an amount equal to 46% of the aggregate gross purchase price of the Shares (the “Xxxxxxx’ "Placement Fee”), which payment shall be effected as set forth in the paragraph immediately following this paragraph, (ii) pay to Xxxxxxx Securities, Inc. an amount equal to 2% of the aggregate gross purchase price of the Shares (together with the Xxxxxxx’ Placement Fee, the “Placement Fee”"), which payment shall be effected as set forth in the paragraph immediately following this paragraph, and (iiiii) issue to each the Placement Agent a warrant Agents warrants in the form attached as Schedule I to purchase that number of shares of Common Stock which is equal to 15% of the aggregate number of Shares sold to the Investors plus the Investor Warrant Shares sold to the Investors (the “"Warrants”"). Concurrently with the issuance of the Warrants, the Company shall execute and deliver a Registration Rights Agreement in substantially the form attached as Schedule II to the Placement Agents for their respective signatures. The allocation of the Placement Fee and the Warrants among the Placement Agents is contained in the Agreement Among Placement Agents dated as of September 29, 2004. Upon satisfaction of the conditions set forth in Section 5 hereof, the closing of the sale and issuance of the Shares and the Investor Warrants (the “"Closing”") shall occur at the offices of Xxxxxxx Xxxxxx Xxxx & Xxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as may be agreed upon between you and the Company (the “"Place of Closing”"), at 10:00 a.m., New York City Time, on MondaySeptember 30, December 19, 20052004, or at such other time and date as you and the Company may agree, such time and date of payment and delivery being herein called the “"Closing Date.” " The issuance and sale by the Company delivery of the Shares and the Investor Warrants to an Investor may be made pursuant to a Securities Purchase Agreement with the Investors in the form attached as Schedule III (the “Securities Purchase Agreement”). The delivery of the applicable Shares shall be made to the respective account(s) accounts of each Investor the Investors against payment by such Investor the Investors of the purchase price thereof in accordance with (the terms of and in the manner directed by the Securities Purchase Agreement or as otherwise agreed "Requisite Funds") to with the Placement Agents and on behalf of the CompanyCompany by Federal Funds wire transfer payable in same day funds. The Company Placement Agents shall deliver then immediately transfer the Investor Warrants as provided in the Securities Purchase Agreement. At the ClosingRequisite Funds, the Company shall pay less the Placement Fee and any expenses of the Placement Agents for which the Company is obligated to reimburse, in each case, owed to each Placement Agent the Company by Federal Funds wire transfer payable in accordance with same day funds. The delivery of the Shares to the Investors shall be made, at the option of X.X. Xxxxxxx & Sons, Inc., either through the facilities of The Depository Trust Company (the "DTC") or by certificated securities. If X.X. Xxxxxxx & Sons, Inc. elects to deliver the Shares through the facilities of DTC, upon receipt of notice from X.X. Xxxxxxx & Sons, Inc. the Company shall direct Computershare Trust Company, Inc., as the Company's registrar and transfer agent, to register the Shares to the account of X.X. Xxxxxxx & Sons, Inc. at least one full business day prior to the Closing Date for transfer to the respective accounts of the Investors on the Closing Date. If X.X. Xxxxxxx & Sons, Inc. elects to deliver certificated securities, the Company will deliver definitive certificates for the Shares at the office of X.X. Xxxxxxx & Sons, Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx ("Xxxxxxx' Office"), or such Placement Agent’s payment instructions other place as you and the Company may mutually agree upon. The certificates for the Shares to be delivered will be made available to you for inspection at Xxxxxxx' Office (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be registered in such names and denominations as you may request at least forty-eight hours prior to the Closing Date. The Company shall deliver the Investor Warrants as provided in the Securities Purchase Agreement, dated of even date herewith, by and among the Company, and the investor listed on Schedule I attached thereto. At the Closing, the Company shall issue the Warrants and deliver the same to X.X. Xxxxxxx & Sons, Inc. for delivery to the Placement AgentsAgents as allocated between them in accordance with instructions provided to the Company by X.X. Xxxxxxx & Sons, Inc. at least one full business day prior to the Closing Date. Within five (5) business days after the receipt by the Company from an Investor of both a valid notice of exercise of any Investor Warrants and the payment in cash of the aggregate exercise price for the Investor Warrants being exercised, the Company shall pay to the Placement Agents an amount equal to 6% of such aggregate exercise price of the Investor Warrants that are so exercised by any such Investor (the "Deferred Placement Fee"), by wire transfer to such account or accounts as the Placement Agents shall direct the Company in writing. It is understood that the Company proposes to offer the Securities to the Investors upon the terms and conditions set forth in the Prospectus (as defined below).

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Placement Agents agree to act as the Company’s exclusive placement agent to assist the Company, on a best efforts basis, in connection with the proposed issuance and sale by the Company of the Securities to the Investors. The Company expressly acknowledges and agrees that this Agreement does not in any way constitute a commitment by the Placement Agents to purchase any of the Securities and does not ensure successful placement of the Securities or any portion thereof. In accordance with the terms of that certain Engagement Letter, dated December 14April 16, 20052004, between the Company and X.X. Xxxxxxx & Sons, Inc., and that certain Engagement Letter, dated December 14April 16, 20052004, between the Company and Xxxxxxx Securities, Inc. (together, the “Engagement Letters”), concurrently with the Closing (as defined below) the Company shall (i) pay to X.X. Xxxxxxx & Sons, Inc. the Placement Agents an amount equal to 46% of the aggregate gross purchase price of the Shares (the “Xxxxxxx’ Placement Fee”), which payment shall be effected as set forth in the paragraph immediately following this paragraph, (ii) pay to Xxxxxxx Securities, Inc. an amount equal to 2% of the aggregate gross purchase price of the Shares (together with the Xxxxxxx’ Placement Fee, the “Placement Fee”), which payment shall be effected as set forth in the paragraph immediately following this paragraph, and (iiiii) issue to each the Placement Agent a warrant Agents warrants in the form attached as Schedule I to purchase that number of shares of Common Stock which is equal to 15% of the aggregate number of Shares sold to the Investors plus the Investor Warrant Shares sold to the Investors (the “Warrants”). Concurrently with the issuance of the Warrants, the Company shall execute and deliver a Registration Rights Agreement in substantially the form attached as Schedule II to the Placement Agents for their respective signatures. The allocation of the Placement Fee and the Warrants among the Placement Agents is contained in the Agreement Among Placement Agents dated as of September 29, 2004. Upon satisfaction of the conditions set forth in Section 5 hereof, the closing of the sale and issuance of the Shares and the Investor Warrants (the “Closing”) shall occur at the offices of Xxxxxxx Xxxxxx Xxxx & Xxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as may be agreed upon between you and the Company (the “Place of Closing”), at 10:00 a.m., New York City Time, on MondaySeptember 30, December 19, 20052004, or at such other time and date as you and the Company may agree, such time and date of payment and delivery being herein called the “Closing Date.” The issuance and sale by the Company delivery of the Shares and the Investor Warrants to an Investor may be made pursuant to a Securities Purchase Agreement with the Investors in the form attached as Schedule III (the “Securities Purchase Agreement”). The delivery of the applicable Shares shall be made to the respective account(s) accounts of each Investor the Investors against payment by such Investor the Investors of the purchase price thereof in accordance with (the terms of and in the manner directed by the Securities Purchase Agreement or as otherwise agreed “Requisite Funds”) to with the Placement Agents and on behalf of the CompanyCompany by Federal Funds wire transfer payable in same day funds. The Company Placement Agents shall deliver then immediately transfer the Investor Warrants as provided in the Securities Purchase Agreement. At the ClosingRequisite Funds, the Company shall pay less the Placement Fee and any expenses of the Placement Agents for which the Company is obligated to reimburse, in each case, owed to each Placement Agent the Company by Federal Funds wire transfer payable in accordance with same day funds. The delivery of the Shares to the Investors shall be made, at the option of X.X. Xxxxxxx & Sons, Inc., either through the facilities of The Depository Trust Company (the “DTC”) or by certificated securities. If X.X. Xxxxxxx & Sons, Inc. elects to deliver the Shares through the facilities of DTC, upon receipt of notice from X.X. Xxxxxxx & Sons, Inc. the Company shall direct Computershare Trust Company, Inc., as the Company’s registrar and transfer agent, to register the Shares to the account of X.X. Xxxxxxx & Sons, Inc. at least one full business day prior to the Closing Date for transfer to the respective accounts of the Investors on the Closing Date. If X.X. Xxxxxxx & Sons, Inc. elects to deliver certificated securities, the Company will deliver definitive certificates for the Shares at the office of X.X. Xxxxxxx & Sons, Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (“Xxxxxxx’ Office”), or such Placement Agent’s payment instructions other place as you and the Company may mutually agree upon. The certificates for the Shares to be delivered will be made available to you for inspection at Xxxxxxx’ Office (or such other place as you and the Company may mutually agree upon) at least one full business day prior to the Closing Date and will be registered in such names and denominations as you may request at least forty-eight hours prior to the Closing Date. The Company shall deliver the Investor Warrants as provided in the Securities Purchase Agreement, dated of even date herewith, by and among the Company, and the investor listed on Schedule I attached thereto. At the Closing, the Company shall issue the Warrants and deliver the same to X.X. Xxxxxxx & Sons, Inc. for delivery to the Placement AgentsAgents as allocated between them in accordance with instructions provided to the Company by X.X. Xxxxxxx & Sons, Inc. at least one full business day prior to the Closing Date. Within five (5) business days after the receipt by the Company from an Investor of both a valid notice of exercise of any Investor Warrants and the payment in cash of the aggregate exercise price for the Investor Warrants being exercised, the Company shall pay to the Placement Agents an amount equal to 6% of such aggregate exercise price of the Investor Warrants that are so exercised by any such Investor (the “Deferred Placement Fee”), by wire transfer to such account or accounts as the Placement Agents shall direct the Company in writing. It is understood that the Company proposes to offer the Securities to the Investors upon the terms and conditions set forth in the Prospectus (as defined below).

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements herein containedcontained in, but and subject to the terms and conditions herein set forthof, the this Agreement: (a) The Placement Agents agree to act as the Company’s exclusive placement agent to assist the Company, on a best efforts basis, agents in connection with the proposed issuance and sale sale, on a reasonable efforts basis, by the Company of the Securities Shares to the Investors. The Company expressly acknowledges and agrees that this Agreement does the Placement Agents’ engagement hereunder is not in any way constitute a commitment an agreement by the Placement Agents or any of their affiliates to underwrite or purchase any of the Securities and does not ensure successful placement of the Securities securities or otherwise provide any portion thereoffinancing. In accordance with the terms of that certain Engagement LetterAs compensation for their services hereunder, dated December 14, 2005, between the Company and X.X. Xxxxxxx & Sons, Inc., and that certain Engagement Letter, dated December 14, 2005, between the Company and Xxxxxxx Securities, Inc. (together, the “Engagement Letters”), concurrently with agrees to pay on the Closing Date (as defined below) the Company shall (i) pay to X.X. Xxxxxxx & Sons, Inc. an amount equal to 4% of the aggregate gross purchase price of the Shares (the “Xxxxxxx’ Placement Fee”), which payment shall be effected as set forth in the paragraph immediately following this paragraph, (ii) pay to Xxxxxxx Securities, Inc. an amount equal to 2% of the aggregate gross purchase price of the Shares (together with the Xxxxxxx’ Placement Fee, the “Placement Fee”), which payment shall be effected as set forth in the paragraph immediately following this paragraph, and (iii) issue to each Placement Agent a warrant in the form attached as Schedule I to purchase that number of shares of Common Stock which is equal to 1% of the aggregate number of Shares plus the Investor Warrant Shares sold to the Investors (the “Warrants”). Concurrently with the issuance of the Warrants, the Company shall execute and deliver a Registration Rights Agreement in substantially the form attached as Schedule II to the Placement Agents for their respective signatures. Upon satisfaction by wire transfer of immediately available funds 7% of the conditions set forth in Section 5 hereof, proceeds received by the closing Company from the sale of the sale Shares. (b) Payment of the purchase price for, and issuance delivery of the Shares and the Investor Warrants shall be made at a closing (the “Closing”) shall occur at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx & Xxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as may be agreed upon between you and the Company (the “Place of Closing”), at 10:00 9:00 a.m., New York City Timetime, on Monday, December 19, 2005, the Closing Date to take place no later than the third or at such other time and date fourth business day (as you and permitted under Rule 15c6-1 under the Company may agree, Exchange Act) after the determination of the sales price of the Shares (such time and date of payment and delivery being herein called the “Closing Date”). All actions taken at the Closing shall be deemed to have occurred simultaneously.” The issuance and sale (c) Payment of the purchase price for the Shares shall be made by the Company Investors directly to or upon the order of The Bank of New York, as escrow agent (the “Escrow Agent”) by wire transfer in immediately available funds to the Escrow Agent, upon delivery of the Shares through the facilities of The Depository Trust Company, to the Investors, and the Investor Warrants to an Investor may shall be made pursuant to a Securities Purchase Agreement with registered in such name or names and shall be in such denominations, as the Investors may request at least one business day before the Closing Date. (d) The several purchases of the Shares by the Investors shall be evidenced by the execution of one or more purchase agreements each substantially in the form attached hereto as Schedule III Exhibit A (the “Securities Purchase Agreement”). The delivery of the applicable Shares shall be made . (e) Prior to the respective account(searlier of (i) of each Investor against payment by such Investor of the purchase price thereof in accordance with date on which this Agreement is terminated and (ii) the terms of and in the manner directed by the Securities Purchase Agreement or as otherwise agreed to with the Placement Agents and the Company. The Company shall deliver the Investor Warrants as provided in the Securities Purchase Agreement. At the ClosingClosing Date, the Company shall pay not, without the Placement Fee and any expenses prior consent of the Placement Agents for which the Company is obligated Agents, solicit or accept offers to reimburse, in each case, owed to each Placement Agent by wire transfer in accordance with such Placement Agent’s payment instructions purchase Shares (other than pursuant to the Company, and exercise of options or warrants to purchase shares of Common Stock that are outstanding at the Company shall issue the Warrants and deliver the same to X.X. Xxxxxxx & Sons, Inc. for delivery to date hereof) otherwise than through the Placement Agents. It is understood that the Company proposes to offer the Securities to the Investors upon the terms and conditions set forth in the Prospectus (as defined below).

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Placement Agents agree to act as the Company’s exclusive placement agent agents to assist the Company, on a best efforts basis, in connection with the proposed issuance and sale by the Company of the Securities Shares to the Investors. The Company expressly acknowledges and agrees that this Agreement does not in any way constitute a commitment by the Placement Agents to purchase any of the Securities Shares and does not ensure successful placement of the Securities Shares or any portion thereof. In accordance with The Company shall pay to the terms of that certain Engagement Letter, dated December 14, 2005, between the Company and X.X. Xxxxxxx & Sons, Inc., and that certain Engagement Letter, dated December 14, 2005, between the Company and Xxxxxxx Securities, Inc. (together, the “Engagement Letters”), Placement Agents concurrently with the Closing (as defined below) the Company shall (i) pay to X.X. Xxxxxxx & Sons, Inc. an amount equal to 45.7% of the aggregate gross purchase price of the Shares (the “Xxxxxxx’ Placement Fee”), which payment ; 3.8% of such gross proceeds shall be effected as set forth in the paragraph immediately following this paragraph, (ii) pay paid to A.X. Xxxxxxx Securities, Inc. an amount equal to 2and 1.9% of the aggregate such gross purchase price of the Shares (together with the Xxxxxxx’ Placement Fee, the “Placement Fee”), which payment proceeds shall be effected as set forth in the paragraph immediately following this paragraph, and (iii) issue paid to each Placement Agent a warrant in the form attached as Schedule I to purchase that number of shares of Common Stock which is equal to 1% of the aggregate number of Shares plus the Investor Warrant Shares sold to the Investors (the “Warrants”). Concurrently with the issuance of the Warrants, the Company shall execute and deliver a Registration Rights Agreement in substantially the form attached as Schedule II to the Placement Agents for their respective signaturesC.X. Xxxxxx. Upon satisfaction of the conditions set forth in Section 5 hereof, the closing of the sale and issuance of the Shares and the Investor Warrants (the “Closing”) shall occur at the offices of Xxxxxxx Xxxx & Xxxxx Pxxxxx Bxxxx LLP, 000 Xxxxx 1000 Xxxxxxxxxx Xxxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx 00000Xxxxxx, Xxxxxxxx, or at such other place as may be agreed upon between you the Representative and the Company (the “Place of Closing”), at 10:00 a.m., New York City Eastern Daylight Time, on MondayApril 17, December 19, 20052007, or at such other time and date as you the Representative and the Company may agree, such time and date of payment and delivery being herein called the “Closing Date.” The issuance Concurrently with the execution and sale by delivery of this Agreement, the Company, the Placement Agents and Lxxxxxxxxx Xxxxxxx PC, as escrow agent (the “Escrow Agent”), shall enter into an escrow agreement (the “Escrow Agreement”), pursuant to which an escrow account (the “Escrow Account”) will be established for the benefit of the Company and the Investors who elect to settle purchases of the Shares through the facilities of The Depository Trust Company’s DWAC system. Prior to the Closing Date, such Investors shall deposit into the Escrow Account an amount equal to the product of (x) the number of Shares such Investor has agreed to purchase and (y) the Investor Warrants to an Investor may be made pursuant to a Securities Purchase Agreement with purchase price per Share as set forth on the Investors in cover page of the form attached as Schedule III Prospectus (the “Securities Purchase AgreementAmount”). The delivery aggregate of all such Purchase Amounts is herein referred to as the applicable Shares shall be made “Escrow Funds.” On the Closing Date, upon satisfaction or waiver of all the conditions to Closing, the Escrow Agent will disburse the Escrow Funds from the Escrow Account to the respective account(s) of each Investor against payment by such Investor of the purchase price thereof in accordance with the terms of Company and in the manner directed by the Securities Purchase Agreement or as otherwise agreed to with the Placement Agents and the Company. The Company shall deliver the Investor Warrants as provided in the Securities Purchase Escrow Agreement. At the Closing, the Company shall pay the Placement Fee and any expenses of the Placement Agents for which the Company is obligated to reimburse, in each case, owed to each Placement Agent by wire transfer in accordance with such Placement Agent’s payment instructions to the Company, and the Company shall issue cause the Warrants Shares to be delivered to such Investors, which, with respect to such Shares, shall be made through the facilities of The Depository Trust Company’s DWAC system. Any Investor not settling its purchase of Shares pursuant to the paragraph above shall deposit its respective Purchase Amount into an account or accounts established with its prime broker for purposes of settling the Shares through the Placement Agents by delivery versus payment. On the Closing Date, the Placement Agents shall, with respect to each such Investor, cause the Purchase Amount for such Shares to be wired to an account designated by the Company in exchange for the release of such Investor’s Shares. The Company acknowledges and deliver agrees that the same Placement Agents shall act as independent contractors, and not as fiduciaries, and any duties of the Placement Agents with respect to X.X. Xxxxxxx & Sonsinvestment banking services to the Company, Inc. including the offering of the Shares contemplated hereby (including in connection with determining the terms of the offering), shall be contractual in nature, as expressly set forth herein, and shall be owed solely to the Company. Each party disclaims any intention to impose any fiduciary or similar duty on the other. Additionally, the Placement Agents have not advised, nor are advising, the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the transactions contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for delivery making its own independent investigation and appraisal of the transactions contemplated hereby, and the Placement Agents shall have no responsibility or liability to the Company with respect thereto. Any review by the Placement Agents of the Company, the transactions contemplated hereby or other matters relating to such transactions has been and will be performed solely for the benefit of the Placement Agents and has not been and shall not be on behalf of the Company or any other person. It is understood that the Placement Agents have not and will not be rendering an opinion to the Company as to the fairness of the terms of the offering. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Placement Agents may have financial interests in the success of the offering contemplated hereby that are not limited to the Placement AgentsFee. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Placement Agents with respect to any breach or alleged breach of fiduciary duty. It is understood that the Company proposes to offer the Securities Shares to the Investors upon the terms and conditions set forth in the Prospectus Registration Statement (as defined belowhereinafter defined).

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements herein containedcontained in, but and subject to the terms and conditions herein set forthof, the this Agreement: (a) The Placement Agents agree to act as the Company’s exclusive placement agent to assist the Company, on a best efforts basis, agents in connection with the proposed issuance and sale sale, on a reasonable efforts basis, by the Company of the Securities Shares to the Investors. The Company expressly acknowledges and agrees that this Agreement does the Placement Agents’ engagement hereunder is not in any way constitute a commitment an agreement by the Placement Agents or any of their affiliates to underwrite or purchase any of the Securities and does not ensure successful placement of the Securities securities or otherwise provide any portion thereoffinancing. In accordance with the terms of that certain Engagement LetterAs compensation for their services hereunder, dated December 14, 2005, between the Company and X.X. Xxxxxxx & Sons, Inc., and that certain Engagement Letter, dated December 14, 2005, between the Company and Xxxxxxx Securities, Inc. (together, the “Engagement Letters”), concurrently with agrees to pay on the Closing Date (as defined below) the Company shall (i) pay to X.X. Xxxxxxx & Sons, Inc. an amount equal to 4% of the aggregate gross purchase price of the Shares (the “Xxxxxxx’ Placement Fee”), which payment shall be effected as set forth in the paragraph immediately following this paragraph, (ii) pay to Xxxxxxx Securities, Inc. an amount equal to 2% of the aggregate gross purchase price of the Shares (together with the Xxxxxxx’ Placement Fee, the “Placement Fee”), which payment shall be effected as set forth in the paragraph immediately following this paragraph, and (iii) issue to each Placement Agent a warrant in the form attached as Schedule I to purchase that number of shares of Common Stock which is equal to 1% of the aggregate number of Shares plus the Investor Warrant Shares sold to the Investors (the “Warrants”). Concurrently with the issuance of the Warrants, the Company shall execute and deliver a Registration Rights Agreement in substantially the form attached as Schedule II to the Placement Agents for their respective signatures. Upon satisfaction by wire transfer of immediately available funds 1.75% of the conditions set forth in Section 5 hereof, proceeds received by the closing Company from the sale of the sale and issuance Shares. (b) Delivery of the Shares and the Investor Warrants shall be made at a closing (the “Closing”) shall occur at the offices of Xxxxxxx Xxxx Xxxxxxx & Xxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as may be agreed upon between you and the Company (the “Place of Closing”), Xxxxxxxx LLP at 10:00 a.m., New York City Timetime, on Mondaythe Closing Date to take place on the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act), December 19as mutually agreed by the parties, 2005, or at such other time and date as you and after the Company may agree, determination of the sales price of the Shares (such time and date of payment and delivery being herein called the “Closing Date”). All actions taken at the Closing shall be deemed to have occurred simultaneously.” The issuance and sale (c) Payment of the purchase price for the Shares shall be made by the Company Investors directly to Valley National Bank (the “Bank”) by wire transfer in immediately available funds to the Bank, upon delivery of the Shares through the facilities of The Depository Trust Company, to the Investors, and the Investor Warrants to an Investor may shall be made pursuant to a Securities Purchase Agreement with registered in such name or names and shall be in such denominations, as the Investors may request at least one business day before the Closing Date. (d) The several purchases of the Shares by the Investors shall be evidenced by the execution of one or more purchase agreements each substantially in the form attached hereto as Schedule III Exhibit A (each, a “Purchase Agreement” and, collectively, the “Securities Purchase AgreementAgreements”). The delivery of the applicable Shares shall be made . (e) Prior to the respective account(searlier of (i) of each Investor against payment by such Investor of the purchase price thereof in accordance with date on which this Agreement is terminated and (ii) the terms of and in the manner directed by the Securities Purchase Agreement or as otherwise agreed to with the Placement Agents and the Company. The Company shall deliver the Investor Warrants as provided in the Securities Purchase Agreement. At the ClosingClosing Date, the Company shall pay not, without the Placement Fee and any expenses prior consent of the Placement Agents for which the Company is obligated Agents, solicit or accept offers to reimburse, in each case, owed to each Placement Agent by wire transfer in accordance with such Placement Agent’s payment instructions purchase Shares (other than pursuant to the Company, and exercise of options or warrants to purchase shares of Common Stock that are outstanding at the Company shall issue the Warrants and deliver the same to X.X. Xxxxxxx & Sons, Inc. for delivery to date hereof) otherwise than through the Placement Agents. It is understood that the Company proposes to offer the Securities to the Investors upon the terms and conditions set forth in the Prospectus (as defined below).

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements herein containedcontained in, but and subject to the terms and conditions herein set forthof, the this Agreement: (a) The Placement Agents agree to act as the Company’s exclusive placement agent to assist the Company, on a best efforts basis, agents in connection with the proposed issuance and sale sale, on a reasonable efforts basis, by the Company of the Securities Shares to the Investors. The Company expressly acknowledges and agrees that this Agreement does the Placement Agents’ engagement hereunder is not in any way constitute a commitment an agreement by the Placement Agents or any of their affiliates to underwrite or purchase any of the Securities and does not ensure successful placement of the Securities securities or otherwise provide any portion thereoffinancing. In accordance with the terms of that certain Engagement LetterAs compensation for their services hereunder, dated December 14, 2005, between the Company and X.X. Xxxxxxx & Sons, Inc., and that certain Engagement Letter, dated December 14, 2005, between the Company and Xxxxxxx Securities, Inc. (together, the “Engagement Letters”), concurrently with agrees to pay on the Closing Date (as defined below) the Company shall (i) pay to X.X. Xxxxxxx & Sons, Inc. an amount equal to 4% of the aggregate gross purchase price of the Shares (the “Xxxxxxx’ Placement Fee”), which payment shall be effected as set forth in the paragraph immediately following this paragraph, (ii) pay to Xxxxxxx Securities, Inc. an amount equal to 2% of the aggregate gross purchase price of the Shares (together with the Xxxxxxx’ Placement Fee, the “Placement Fee”), which payment shall be effected as set forth in the paragraph immediately following this paragraph, and (iii) issue to each Placement Agent a warrant in the form attached as Schedule I to purchase that number of shares of Common Stock which is equal to 1% of the aggregate number of Shares plus the Investor Warrant Shares sold to the Investors (the “Warrants”). Concurrently with the issuance of the Warrants, the Company shall execute and deliver a Registration Rights Agreement in substantially the form attached as Schedule II to the Placement Agents for their respective signatures. Upon satisfaction by wire transfer of immediately available funds 5.0% of the conditions set forth in Section 5 hereof, proceeds received by the closing Company from the sale of the sale and issuance Shares. (b) Delivery of the Shares and the Investor Warrants shall be made at a closing (the “Closing”) shall occur at the offices of Xxxxxxx Xxxx & Xxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as may be agreed upon between you and the Company (the “Place of Closing”), LLP at 10:00 a.m., New York City TimePhiladelphia time, on Mondaythe Closing Date to take place on the third or fourth business day (as permitted under Rule 15c6-1 under the Securities Exchange Act of 1934, December 19as amended (the “1934 Act”)), 2005as mutually agreed by the parties, or at such other time and date as you and after the Company may agree, determination of the sales price of the Shares (such time and date of payment and delivery being herein called the “Closing Date”). All actions taken at the Closing shall be deemed to have occurred simultaneously. (c) Payment of the purchase price for the Shares shall be made by the Investors directly to the Company by wire transfer in immediately available funds to the Company, upon delivery of the Shares through the facilities of The Depository Trust Company, to the Investors, and shall be registered in such name or names and shall be in such denominations, as the Investors may request at least one business day before the Closing Date. (d) The several purchases of the Shares by the Investors shall be evidenced by the execution of one or more purchase agreements each substantially in the form attached hereto as Exhibit A (each, a “Purchase Agreement” The and, collectively, the “Purchase Agreements”). (e) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior consent of the Placement Agents, solicit or accept offers to purchase Shares (other than pursuant to (i) the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof, and, upon the closing of the merger of First Keystone Financial Inc. with and into the Company (the “Merger”), pursuant to any equity incentive plans of First Keystone Financial, Inc. in effect at the closing date of the Merger, (ii) the issuance and sale by the Company of the Shares and the Investor Warrants to an Investor may be made pursuant to a Securities Purchase Agreement shares of Common Stock in connection with the Investors in the form attached as Schedule III Merger and (the “Securities Purchase Agreement”). The delivery of the applicable Shares shall be made to the respective account(siii) of each Investor against payment by such Investor of the purchase price thereof in accordance with the terms of and in the manner directed by the Securities Purchase Agreement or as otherwise agreed to with the Placement Agents and the Company. The Company shall deliver the Investor Warrants as ’s Dividend Reinvestment and Stock Purchase Plan, provided in the Securities Purchase Agreement. At the Closing, however that the Company shall pay the Placement Fee and not grant any expenses waivers of the Placement Agents for which the Company is obligated to reimburse, in each case, owed to each Placement Agent by wire transfer in accordance with such Placement Agent’s payment instructions to the Company, and the Company shall issue the Warrants and deliver the same to X.X. Xxxxxxx & Sons, Inc. for delivery to maximum annual investment limitation) otherwise than through the Placement Agents. It is understood that the Company proposes to offer the Securities to the Investors upon the terms and conditions set forth in the Prospectus (as defined below).