Highly Confidential. The Company represents and warrants to Jxxxxx Xxxxxx that all Information relating to the Company or which the Company provides in writing (collectively, the “Materials”) will be materially complete and correct. The Company further represents and warrants that any projections provided by it to Jxxxxx Xxxxxx will have been prepared in good faith and will be based upon assumptions, which, in light of the circumstances under which they are made, are reasonable. The Company recognizes and confirms that Jxxxxx Xxxxxx (i) will use and rely primarily on the Materials and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (ii) is authorized to transmit to any prospective investor the Materials and other legal documentation supplied to Jxxxxx Xxxxxx for transmission to parties that have entered into a customary form of confidentiality agreement (including a “click-through” on a secure website) by or on behalf of the Company; (iii) does not assume responsibility for the accuracy or completeness of the Materials and such other information; (iv) will not make an appraisal of the Company; and (v) retains the right to continue to perform due diligence during the course of its engagement hereunder to the extent that it is reasonably necessary for it to perform the services contemplated hereby (it being understood that Jxxxxx Xxxxxx will not be authorized to act as an initial purchaser or underwriter but will merely be acting as a placement agent without underwriter liability under the Securities Act of 1933). In connection with Jxxxxx Xxxxxx’x engagement, for all Transactions reasonably satisfactory to the Company (in the sole discretion of the Company), it is understood and agreed that Jxxxxx Xxxxxx will manage and control all aspects of the placement of any Transaction in consultation with you, including decisions as to the selection of prospective Investors, when commitments will be accepted and the final allocations of the commitments among the Investors (which shall be done solely with the Company’s approval). It is understood that no Investor investing in any Transaction will receive compensation from you in order to obtain its commitment, except as contemplated herein, including upfront fees paid to all Investors to ensure a successful placement of any Transaction, or as otherwise directed by Jxxxxx Xxxxxx.
Highly Confidential. We are delighted to accept this engagement and look forward to working with you on this assignment. Please confirm your agreement with the foregoing by signing and returning to us the enclosed copy of this agreement. Very truly yours, JXXXXX XXXXXX & CO., LLC By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: Head of Investment Banking/ Underwritings Accepted and agreed to as of the date first written above: AKOUSTIS TECHNOLOGIES, INC. By: /s/ Jxxxxxx Xxxxxx Name: Jxxxxxx Xxxxxx Title: President & Chief Executive Officer
Highly Confidential. The Company will not permit any settlement or compromise to include, or consent to the entry of any judgment that includes, a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an Indemnified Person, without such Indemnified Person’s prior written consent, which shall not be unreasonably delayed, conditioned or withheld. If any Indemnified Person becomes involved in any capacity in any action, claim, suit, investigation or proceeding, actual or threatened, brought by or against any person, including stockholders of the Company, in connection with or as a result of the engagement or any matter referred to in the engagement the Company also agrees to reimburse such Indemnified Persons for their reasonable and documented out-of-pocket expenses (including, without limitation, reasonable legal fees and other costs and expenses incurred in connection with investigating, preparing for and responding to third party subpoenas or enforcing the engagement) as such expenses are incurred. The Company’s obligations pursuant to this Annex B shall inure to the benefit of any successors, assigns, heirs and personal representatives of each Indemnified Person and are in addition to any rights that each Indemnified Person may have at common law or otherwise.
Highly Confidential. ANNEX A-2 –List of investors introduced by another financial advisor.
Highly Confidential. Are you subject to a final order of a U.S. state securities commission (or an agency or officer of a U.S. state performing like functions); a U.S. state authority that supervises or examines banks, savings associations, or credit unions; a U.S. state insurance commission (or an agency or officer of a state performing like functions); an appropriate U.S. federal banking agency; the U.S. Commodity Futures Trading Commission (the “CFTC”); or the U.S. National Credit Union Administration that: (A) bars you from: (1) association with an entity regulated by such commission, authority, agency, or officer; (2) engaging in the business of securities, insurance or banking; or (3) engaging in savings association or credit union activities; or (B) constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct entered within the last ten years? ¨ Yes ¨ No
Highly Confidential. Have you filed (as a registrant or issuer), or were you an underwriter or were you named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within the prior five years, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or are you the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued? ¨ Yes ¨ No
Highly Confidential. In performing the services TRX shall observe the principles of proper data processing and monitor compliance with these principles on an ongoing basis. TRX warrants compliance with the security measures required by law in the course of its proper contractual performance and shall provide Expedia with proof of such compliance upon request.
Highly Confidential. The receiving Party undertakes to treat all confidential information of the disclosing Party with at least the same care with which the receiving Party treats its own confidential information.
Highly Confidential. The Company agrees that it shall not enter into any agreement with a Jxxxxx Xxxxxx Introduced Investor that (i) does not require Jxxxxx Xxxxxx to be paid its Transaction Fees in full on the closing date of the initial Transaction and any subsequent Transactions in strict accordance with provision contained in this Agreement and (ii) materially conflicts with the provisions of this Agreement. The Company may, in its sole discretion, accept or reject, in whole or in part, any prospective investment in the Transaction or allot to any prospective subscriber less than the number of securities such subscriber wishes to purchase.
Highly Confidential. The Company further acknowledges and agrees that Jxxxxx Xxxxxx has been retained solely to provide the services set forth in this Agreement and that no fiduciary or agency relationship between the Company and Jxxxxx Xxxxxx has been created in respect of Jxxxxx Xxxxxx’x engagement hereunder, regardless of whether Jxxxxx Xxxxxx has advised or is advising the Company on other matters. In connection with this engagement, Jxxxxx Xxxxxx is acting as an independent contractor, with obligations owing solely to the Company and not in any other capacity. The Company understands that Jxxxxx Xxxxxx is not undertaking to provide any legal, accounting or tax advice in connection with this agreement. Jxxxxx Xxxxxx shall not be responsible for the underlying business decision of the Company to effect the transactions contemplated by this Agreement or for the advice or services provided by any of the Company’s other advisors or contractors.
