Common use of Appointment of Placement Agent Clause in Contracts

Appointment of Placement Agent. You are hereby appointed exclusive Placement Agent of the Company during the offering period herein specified ("Offering Period") for the purpose of assisting the Company in placing the Units with purchasers who are qualified accredited investors ("Subscribers"). The Offering Period shall commence on the day the Offering Documents are first made available to you by the Company and shall continue until November 15, 1996; provided, however, that the Offering Period may be extended for an additional period not to exceed thirty (30) days by the mutual decision of the Company and the Placement Agent without notice to any Subscriber. If, at any time during the Offering Period, subscriptions for the 32 Units have been received (including up to 5 Units that may be subscribed for by the holders ("October Note Holders") of the October Notes (as defined in the Term Sheet) and paid for by tender of the October Notes) and accepted (and funds in payment therefor have cleared) by the Company, then, upon the mutual consent of the Company and the Placement Agent, a closing shall take place with respect to such accepted subscriptions ("Closing"). If the Units are not sold prior to the end of the Offering Period (including any extension thereof), the Offering will be terminated and all funds received from Subscribers (and the October Notes if they have been tendered) will be returned, without interest and without any deduction. The day that the Offering Period terminates is hereinafter referred to as the "Termination Date." You hereby accept such agency and agree to assist the Company in placing Units with the Subscribers. Your agency hereunder is not terminable by the Company except upon termination of the Offering or breach by you of your obligations hereunder.

Appointment of Placement Agent. (a) You are hereby appointed exclusive Placement Agent of the Company (subject to your right to have selected dealers participate in the Placements) during the respective offering period periods for the Placements herein specified ("Offering Period") for the purpose purposes of assisting the Company in placing the Units with purchasers who are finding qualified accredited investors ("Subscribers"). The offering period for the Bridge Financing (the "Bridge Offering Period Period") shall commence on the day the Offering Documents are first made available to you by the Company for delivery in connection with the offering for sale of the Bridge Units and shall continue until November the earlier to occur of (i) the sale of all of the Bridge Units or (ii) October 15, 1996; provided, however, 1999. The day that the Bridge Offering Period may be extended terminates is hereinafter referred to as the "Bridge Termination Date." The offering period for an additional period not the Offering (the "Preferred Offering Period") shall commence after completion of the Bridge Financing and on the day the Offering Documents are first made available to exceed thirty (30) days you by the mutual decision Company for delivery in connection with the offering for sale of the Company Offering Units and shall continue until the Placement Agent without notice earlier to any Subscriber. If, at any time during occur of (i) the Offering Period, subscriptions for the 32 Units have been received (including up to 5 Units that may be subscribed for by the holders ("October Note Holders") sale of the October Notes Maximum Offering or (as defined in the Term Sheetii) and paid for by tender of the October Notes) and accepted (and funds in payment therefor have cleared) by the CompanyNovember 30, then, upon the mutual consent of the Company and the Placement Agent, a closing shall take place with respect to such accepted subscriptions ("Closing")1999. If the Units are Minimum Offering is not sold prior to the end of the Preferred Offering Period (including any extension thereof)Period, the Offering will be terminated and all funds received from Subscribers (and the October Notes if they have been tendered) will be returned, without interest and without any deduction. The day that the Preferred Offering Period terminates is hereinafter referred to as the "Termination Date." You hereby accept such agency and agree to assist the Company in placing Units with the Subscribers. Your agency hereunder is not terminable by the Company except upon termination of the Offering or breach by you of your obligations hereunder.Preferred Termination

Appointment of Placement Agent. (a) You are hereby appointed exclusive Placement Agent of the Company (subject to your right to have selected dealers ("Selected Dealers") in good standing with the National Association of Securities Dealers ("NASD") participate in the Financing) during the offering period periods for the Financing herein specified for the purposes of assisting the Company in finding qualified purchasers in the Financing. The offering period for the Financing (the "Offering Period") for the purpose of assisting the Company in placing the Units with purchasers who are qualified accredited investors ("Subscribers"). The Offering Period shall commence on the day the Offering Documents relating thereto are first made available to you by the Company for delivery in connection with the offering for sale of the Securities and shall continue until November 15the earlier to occur of: (i) the sale of the Maximum Offering; (ii) the closing of the Minimum Offering has not occurred by June 17, 19962000 (except in any case where the Placement Agent is prepared to close on the Minimum Offering by such date); provided(iii) August 28, 2000; or (iv) the date the parties mutually agree in writing to terminate the Financing. In any event, however, that the Offering Period may be extended for an additional period not to exceed thirty (30) days by the mutual decision of the Company and the Placement Agent without notice shall use its best efforts to any Subscriber. Ifclose at least $5,000,000 of gross proceeds of the Financing by June 15, 2000, at any time during the Offering Period, subscriptions for the 32 Units have been received (including up to 5 Units that may be subscribed for by the holders ("October Note Holders") least $5,000,000 of additional gross proceeds of the October Notes (as defined in the Term Sheet) Financing by July 31, 2000, and paid for by tender at least an additional $5,000,000 of gross proceeds of the October Notes) and accepted (and funds in payment therefor have cleared) Financing by the CompanyAugust 28, then, upon the mutual consent of the Company and the Placement Agent, a closing shall take place with respect to such accepted subscriptions ("Closing")2000. If the Units are Minimum Offering is not sold prior to the end of the Offering Period (including any extension thereof)Period, the Offering Financing will be terminated and all funds received from Subscribers Purchasers (and the October Notes if they have been tenderedas defined below) will be returned, without interest and without any deduction. The day that the Offering Period terminates is hereinafter referred to as the "Termination Date". The Termination Date may be extended for up to thirty (30) days by mutual agreement of the Placement Agent and the Company." You (b) Subject to the performance by the Company of all of its obligations to be performed under this Agency Agreement and to the completeness and accuracy of all representations and warranties of the Company contained in this Agency Agreement, the Placement Agent hereby accept accepts such agency and agree agrees to use its best efforts to assist the Company in placing Units with finding qualified Purchasers (as defined below). Except as expressly set forth herein, it is understood that the SubscribersPlacement Agent has no commitment to sell the Securities. Your Except as expressly set forth herein, your agency hereunder is not terminable by the Company except upon termination of the Offering Period. (c) Purchases of Securities shall be evidenced by the execution by the investors (the "Purchasers") and the Company of the Securities Purchase Agreement. The Placement Agent shall not have any obligation to independently verify the accuracy or breach completeness of any information contained in the Securities Purchase Agreement or the authenticity, sufficiency, or validity of any check delivered by you any prospective investor in payment for the Securities. (d) The Placement Agent and/or its affiliates will be investors in the Financing. (e) In connection with your appointment as exclusive Placement Agent, Commonwealth shall provide the following services to the Company: (i) advise the Company with respect to the form and structure of your obligations hereunderthe Financing; (ii) assist the Company in developing any necessary materials; (iii) identify and make contact with prospective financing sources; (iv) assist the Company in conducting presentations and due diligence meetings with prospective financing sources; and (v) provide such other financial advisory and investment banking services required to close the Financing.

Appointment of Placement Agent. You are (a) The Placement Agent is hereby appointed exclusive Placement Agent placement agent of the Company (subject to the Placement Agent's right to have Selected Dealers, as defined in Section 1(c) hereof, participate in the Offering) during the offering period Offering Period herein specified ("Offering Period") for the purpose purposes of assisting the Company in placing finding qualified subscribers in offshore transactions under Regulation S pursuant to the Units with purchasers who are qualified accredited investors ("Subscribers")Offering described in the Offering Documents. The Offering Period Placement Agent shall not be deemed an agent of the Company for any other purpose. The "OFFERING PERIOD" shall commence on the day the Offering Documents are CTS #1 is first made available to you the Placement Agent by the Company for delivery in connection with the offering for the sale of the Units (the "COMMENCEMENT DATE"). Upon receipt of the Minimum Offering amount, the Placement Agent may conduct a closing (the "INITIAL CLOSING DATE") and shall continue may conduct subsequent closings on an interim basis until November 15the relevant Maximum Offering amount (and any Placement Agent's Option amount) has been reached or the Offering is terminated (the "FINAL CLOSING DATE"). Each such closing may be referred to herein as a "CLOSING". If not terminated earlier pursuant to this Agreement, 1996; provided, however, that the Offering Period may shall terminate at 11:59 a.m. New York City Time on December 31, 1998, subject to an extension, (written notice of which shall be extended for an additional period not provided to exceed thirty (30) days by the mutual decision of the Company and the Placement Agent without notice to any Subscriber. IfCompany), at any time during the Offering Period, subscriptions for the 32 Units have been received (including up to 5 Units that may be subscribed for by the holders ("October Note Holders") option of the October Notes (as defined in the Term Sheet) and paid for by tender of the October Notes) and accepted (and funds in payment therefor have cleared) by the Company, then, upon the mutual consent of the Company and the Placement Agent, a closing shall take place with respect to such accepted subscriptions for an additional sixty (60) days (the "ClosingTERMINATION DATE"), accordingly, the Offering Period shall terminate on the Final Closing Date or the Termination Date, as the case may be. If subscriptions for the Minimum Offering amount of 20 Units are not sold received prior to the end of the Offering Period (including any extension thereof)Period, the Offering will be terminated and all funds received from Subscribers (and the October Notes if they have been tendered) will be returned, without interest and without any deduction. The day that the Offering Period terminates is hereinafter referred to as the "Termination Date." You hereby accept such agency and agree to assist the Company in placing Units with the Subscribers. Your agency hereunder is not terminable by the Company except upon termination of the Offering or breach by you of your obligations hereunder.

Appointment of Placement Agent. You are (a) The Placement Agent is hereby appointed exclusive Placement Agent placement agent of the Company Companies (subject to the Placement Agent's right to have Selected Dealers, as defined in Section 1(c) hereof, participate in the Offering) during the offering Offering period herein specified ("Offering Period") for the purpose purposes of assisting the Company Companies in placing finding qualified subscribers pursuant to the Units with purchasers who are qualified accredited investors ("Subscribers")Offering described in the Offering Documents. The Placement Agent shall not be deemed an agent of the Companies for any other purpose. The Offering Period period shall commence on the day the Offering Documents are first made available to you by the Company and shall continue until November 15, 1996; provided, however, that the Offering Period may be extended for an additional period not to exceed thirty (30) days by the mutual decision of the Company and the Placement Agent without notice by the Companies for delivery in connection with the offering for the sale of the Units (the "Commencement Date"). Upon receipt of the Minimum Offering amount, the Placement Agent may conduct a closing (the "Initial Closing Date") and may conduct subsequent closings on an interim basis until the Maximum Offering amount (and any over-allotment) has been reached (the "Final Closing Date"). Each such closing may be referred to any Subscriber. Ifherein as a "Closing." If not terminated earlier pursuant to this Agreement, the Offering period shall terminate at 11:59 p.m. New York City Time on the date that is 60 days following the Commencement Date, subject to an extension, at any time during the Offering Period, subscriptions for the 32 Units have been received (including up to 5 Units that may be subscribed for by the holders ("October Note Holders") option of the October Notes (as defined in the Term Sheet) and paid for by tender of the October Notes) and accepted (and funds in payment therefor have cleared) by the Company, then, upon the mutual consent of the Company and the Placement Agent, a closing shall take place with respect to such accepted subscriptions for an additional 60 days (the "ClosingTermination Date"). Accordingly, the Offering period shall terminate on the Final Closing Date or the Termination Date, as the case may be. If subscriptions for the minimum 10 Units are have not sold been received prior to the end of the Offering Period (including any extension thereof)Period, then the Offering will be terminated and all funds received from Subscribers (and the October Notes if they have been tendered) subscribers will be returned, without returned with interest and without any deduction. The day that . (b) Subject to the Offering Period terminates is hereinafter referred performance by the Companies of all of their obligations to as be performed under this Agreement and to the "Termination Date." You completeness and accuracy of all representations and warranties of the Companies contained in this Agreement, the Placement Agent hereby accept accepts such agency and agree agrees to use its best efforts to assist the Company Companies in placing Units with finding qualified subscribers pursuant to the SubscribersOffering described in the Offering Documents and to keep the Companies or their counsel reasonably well informed of subscriptions received. Your It is understood that the Placement Agent has no commitment to sell the Units. The Placement Agent's agency hereunder is not terminable by either Company prior to the Company Termination Date, except upon termination as set forth in Section 8(g). (c) The Placement Agent may engage other persons, selected by it in its sole discretion, who are members of the Offering National Association of Securities Dealers, Inc., ("NASD") or breach who are located outside the United States and who have executed a Selected Dealers Agreement (each such person being hereinafter referred to as a "Selected Dealer") and the Placement Agent may allow such persons to receive such part of the compensation and payment of expenses payable to the Placement Agent hereunder as the Placement Agent shall determine in its discretion; provided, however, that any such compensation shall be received pursuant to Section 4(d) hereof. (d) Subscriptions for Units shall be evidenced by you the execution by qualified subscribers of your obligations hereundera Subscription Agreement. No Subscription Agreement shall be effective unless and until it is accepted by the Companies. Until a Closing is held, all subscription funds received shall be held as described in the Escrow Agreement. The Placement Agent shall not have any independent obligation to verify the accuracy or completeness of any information contained in any Subscription Agreement or the authenticity, sufficiency, or validity of any check delivered by any prospective Purchaser in payment for Units nor shall the Placement Agent incur any liability with respect to any such check. (e) COMPANY INSIDERS. Officers, directors or principal stockholders of each of the Companies may invest in the Offering. Any such investments will be included in calculating whether the 10 Units have been sold in the Minimum Offering, whether the 60 Units have been sold in the Maximum Offering, and whether the 40 Units have been sold pursuant to the over-allotment option.

Appointment of Placement Agent. You are (a) The Placement Agent is hereby appointed exclusive Placement Agent placement agent of the Company (subject to the Placement Agent's right to have Selected Dealers, as defined in Section 1(c) hereof, participate in the Offering) during the offering period Offering Period herein specified ("Offering Period") for the purpose purposes of assisting the Company in placing finding qualified subscribers pursuant to the Units with purchasers who are qualified accredited investors ("Subscribers")Offering described in the Offering Documents. The Placement Agent shall not be deemed an agent of the Company for any other purpose. The "Offering Period Period" shall commence on the day the Offering Documents are first made available to you the Placement Agent by the Company for delivery in connection with the offering for the sale of the Units (the "Commencement Date"). Upon receipt of the Minimum Offering amount, the Placement Agent may conduct a closing (the "Initial Closing Date") and shall continue may conduct subsequent closings on an interim basis until November 15the Maximum Offering amount (and any over-allotment amount) has been reached or the Offering is terminated (the "Final Closing Date"). Each such closing may be referred to herein as a "Closing". If not terminated earlier pursuant to this Agreement, 1996; provided, however, that the Offering Period may be extended for shall terminate at 11:59 p.m. New York City Time on January, [ ] 1998, subject to an additional period not to exceed thirty (30) days by the mutual decision of the Company and the Placement Agent without notice to any Subscriber. Ifextension, at any time during the Offering Period, subscriptions for the 32 Units have been received (including up to 5 Units that may be subscribed for by the holders ("October Note Holders") option of the October Notes (as defined in the Term Sheet) and paid for by tender of the October Notes) and accepted (and funds in payment therefor have cleared) by the Company, then, upon the mutual consent of the Company and the Placement Agent, a closing shall take place with respect to such accepted subscriptions for an additional sixty (60) days (the "ClosingTermination Date"), accordingly, the Offering Period shall terminate on the Final Closing Date or the Termination Date, as the case may be. If subscriptions for the Minimum Offering amount of 25 Units are not sold received prior to the end of the Offering Period (including any extension thereof)Period, the Offering will be terminated and all funds received from Subscribers (and the October Notes if they have been tendered) will be returned, without interest and without any deduction. The day that the Offering Period terminates is hereinafter referred to as the "Termination Date." You hereby accept such agency and agree to assist the Company in placing Units with the Subscribers. Your agency hereunder is not terminable by the Company except upon termination of the Offering or breach by you of your obligations hereunder.