Common use of Appointment of Placement Agent Clause in Contracts

Appointment of Placement Agent. On the basis of the representations and warranties provided herein, and subject to the terms and conditions set forth herein, the Placement Agent is appointed exclusive placement agent for the Company during the Offering Period to assist the Company in finding qualified subscribers for the Offering. The Placement Agent shall also have exclusivity, including the retention of sub-placement agents, during the Offering Period with respect to any other securities that the Company desires to offer for capital raise purposes. The Placement Agent may sell Shares through other broker-dealers who are FINRA members, as well as through foreign finders pursuant to applicable FINRA rules, and may reallow all or a portion of the Agent Compensation (as defined in Section 3(b) below) it receives to such other broker-dealers or foreign finders. On the basis of such representations and warranties and subject to such terms and conditions, the Placement Agent hereby accepts such appointment and agrees to perform its services hereunder diligently and in good faith and in a professional and businesslike manner and to use its reasonable efforts to assist the Company in (A) finding subscribers of Shares who qualify as “accredited investors,” as such term is defined in Rule 501 of Regulation D, and (B) completing the Offering. The Placement Agent has no obligation to purchase any of the Shares. Unless sooner terminated in accordance with this Agreement, the engagement of the Placement Agent hereunder shall continue until the later of the Termination Date or the Final Closing (as defined below).

Appointment of Placement Agent. On the basis of the representations and warranties provided herein, and subject to the terms and conditions set forth herein, the Placement Agent is appointed as exclusive Placement Agent of Redpoint (and upon the initial closing on the sale of Units and the consummation of the Reverse Merger, will be the exclusive placement agent for the Company of Pubco which will assume all obligations under this Agreement) during the Offering Period to assist the Company Redpoint and Pubco in finding qualified subscribers for the Offering. The Placement Agent shall also have exclusivity, including the retention of sub-placement agents, during the Offering Period with respect to any other securities that the Company desires to offer for capital raise purposes. The Placement Agent may sell Shares Units through other broker-dealers who are FINRA members, as well as through foreign finders pursuant to applicable FINRA rules, NASD members and may reallow all or a portion of the Agent Compensation Selling Commissions (as defined in Section 3(bherein) belowand Placement Agent Warrants (as defined herein) it receives to such other broker-dealers or foreign findersdealers. On the basis of such representations and warranties and subject to such terms and conditions, the Placement Agent hereby accepts such appointment and agrees to perform its services hereunder diligently and in good faith and in a professional and businesslike manner and to use its reasonable efforts to assist the Company Redpoint in (A) finding subscribers of Shares Units who qualify as “accredited investors,” as such term is defined in Rule 501 of Regulation D, and (B) completing to complete the Offering. The Placement Agent shall also assist Redpoint in the identification of Pubco and the negotiation of the terms of the Reverse Merger. The Placement Agent has no obligation to purchase any of the SharesUnits. Unless sooner terminated in accordance with this Agreement, the engagement of the Placement Agent hereunder shall continue until the later of the Termination Date or the Final Closing (as defined below).

Appointment of Placement Agent. On the basis of the written and documented representations and warranties of the Company provided hereinherein and the representations and warranties of Rackwise, and subject to the terms and conditions set forth herein, the Placement Agent is appointed as an exclusive placement agent for Placement Agent of the Company during the Navesink Offering Period to assist the Company in finding qualified subscribers for the Navesink Offering. The Placement Agent shall also have exclusivity, including the retention of sub-placement agents, during the Offering Period with respect to any other securities that the Company desires to offer for capital raise purposes. The Placement Agent may sell Shares Membership Interests through other broker-dealers who are FINRA members, as well as through foreign finders pursuant to applicable FINRA rules, members and may reallow all or a portion of the Agent Compensation Brokers’ Fees (as defined in Section 3(b3(a) below) it receives to such other broker-dealers or foreign finderspay a finders or consultant fee as allowed by applicable law. On the basis of such representations and warranties and subject to such terms and conditions, the Placement Agent hereby accepts such appointment and agrees to perform its services hereunder diligently and in good faith and in a professional and businesslike manner and in compliance with applicable law and to use its reasonable best efforts to assist the Company in (A) finding subscribers of Shares the Membership Interests who either (i) qualify as “accredited investors,” as such term is defined in Rule 501 of Regulation D, or (ii) are offered and purchase the Membership Interests outside the United States in an Offshore Transaction (as such term is defined in Regulation S) and who are not U.S. Persons (as such term is defined in Regulation S) and are not acting for the account or benefit of a person in the United States or a U.S. Person and (B) completing the Navesink Offering. The Placement Agent has no obligation to purchase any of the SharesMembership Interests. Unless sooner terminated in accordance with this Agreement, the engagement of the Placement Agent hereunder shall continue until the later of the Termination Date or the Final Closing (as defined below).

Appointment of Placement Agent. On the basis of the written and documented representations and warranties of the Company provided herein, and subject to the terms and conditions set forth herein, the Placement Agent is appointed as a non exclusive placement agent for Placement Agent of the Company during the Offering Period to assist the Company in finding qualified subscribers for the Offering. The Placement Agent shall also have exclusivity, including the retention of sub-placement agents, during the Offering Period with respect to any other securities that the Company desires to offer for capital raise purposesUnits. The Placement Agent may sell Shares the Units through other broker-dealers who are FINRA membersmembers (collectively, as well as through foreign finders pursuant to applicable FINRA rules, the “Sub-Agents”) and may reallow or reallocate all or a portion of the Agent Compensation Brokers’ Fees including the Broker Warrants (each as defined in Section 3(a), 3(b), 3(c) and 3(d) below) it receives to such other brokerSub-dealers Agents or foreign finderspay a finders or consultant fee as allowed by applicable law. On the basis of such representations and warranties and subject to such terms and conditions, the Placement Agent hereby accepts such appointment and agrees to perform its services hereunder diligently and in good faith and in a professional and businesslike manner and in compliance with applicable law and to use its reasonable best efforts to assist the Company in (A) finding subscribers of Shares the Units who qualify as “accredited investors,” as such term is defined in Rule 501 of Regulation D, D and (B) completing the Offering. The Placement Agent has no obligation to purchase any of the SharesUnits. Unless sooner terminated in accordance with this Agreement, the engagement of the Placement Agent hereunder shall continue until the later of the Termination Date or the Final Closing (as defined below).