Common use of Offering and Sale of Securities Clause in Contracts

Offering and Sale of Securities. (a) On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, you are hereby appointed the agent of the Company during the term herein specified (the "Offering Period") for the purpose of finding purchasers for the Securities for the account and risk of the Company through a public offering, and subject to the performance by the Company of all of its obligations to be performed hereunder and to the completeness and accuracy of all the representations and warranties contained herein, you hereby accept such agency and agree on the terms and conditions herein set forth to use your best efforts during the Offering Period to find purchasers for the Securities at a public offering price of (i) $10.00 for each Share. Except as provided in Section 2(f) hereof, your agency hereunder, which is coupled with an interest and, therefore, is not terminable by the Company without your permission, shall continue until the close of business on such date not later than 24 months following the effective date of the Offering unless extended by the Company with your consent. The offering may be terminated at any time by the Company and you (the close of business of such date being hereinafter referred to as the "Offering Termination Date"). (b) An Order must be completed by or on behalf of each person desiring to purchase Securities in the form attached to the Prospectus, and you shall provide such other information the Company deems reasonably necessary, and all documents, if any, required under state securities laws. You shall ascertain that each Order sent in by or on behalf of a prospective purchaser of Securities has been properly completed and executed. You shall return the Order together with the customer's check or your check or funds transfer (in the amount or amounts required by paragraph (a) above) payable to "Golden Gate Bank as Escrow Agent - Capital Alliance Income Trust", 50 Cxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, 00000 (xxe "Escrow Holder"). In the case of on-site supervisory review, your check must be transmitted to the Escrow Holder by the end of the next business day following receipt of the purchaser's check and, in the case of off-site supervisory review, the subscriber's check must be transmitted to your final review office by the end of the next business day following receipt thereof. Following receipt of the purchaser's check by your final review office, your check must be transmitted to the Escrow Holder by the end of the next business day. Upon receipt of an Order and a check, the Escrow Holder will forward the original Order to the Company. You will comply with the requirements of Rule 15c2-4 of the Securities Exchange Act of 1934, as amended. (c) You represent that you are aware of your responsibilities under the Rules of the National Association of Securities Dealers, Inc. (the "NASD"). (d) Prior to the Initial Closing Date (as hereinafter defined), the Company will have no right to obtain such funds from the Escrow Holder. The right of the Company to receive such funds on the Initial Closing Date is subject to fulfillment of the conditions specified in Section 6 hereof.

Offering and Sale of Securities. (a) On the basis terms and subject to the conditions of this Agreement, the Company hereby confirms that Xxxxxxx Xxxxx & Associates, Inc. has been appointed as the exclusive placement agent (the “Placement Agent” or “RJA”) and will be the exclusive agent during the Offering Period specified in this section (the “Offering Period”) to offer Units of the Company’s existing holders of Common Stock and other institutional and retail investors. The Offering Period will commence on a date mutually acceptable to the Company and the Placement Agent (the “Commencement Date”) and will end at 5:00 P.M., Eastern Time, the Offering termination date, which shall be not later than January 29, 2010 (the “Expiration Date”), unless earlier terminated, or extended by our mutual agreement to a date not later than February 12, 2010. Subject to the performance by the Company, and its subsidiary, First Community Bank of America (the “Bank”) of all their obligations hereunder, and in reliance upon the completeness and accuracy of the representations, warranties and covenants herein containedof the Company and the Bank contained herein, but the Placement Agent hereby accepts such agency upon the terms and conditions of this Agreement. The Company acknowledges and agrees that it has made its own independent investigation of the desirability to the Company of offering and selling the Units (including, without limitation, the Securities, the Conversion Price and the Conversion Shares) in the Offering and on the terms and conditions contemplated, and that they have not relied upon the Placement Agent in making such decisions. (b) The Placement Agent shall use its reasonable commercial “best efforts”, subject to the terms and conditions of this Agreement, to sell Units. The Placement Agent, in fulfilling its obligations hereunder, may, in its sole discretion, engage brokers, dealers, or other third parties to solicit Purchasers of the Units or to refer potential Purchasers of the Units. The Placement Agent may, in its sole discretion, enter into agreements with, and pay fees to, such third parties as the Placement Agent deems appropriate in connection with such activities. The Placement Agent shall not, either directly or indirectly, in fulfilling its obligations hereunder, act as an underwriter for the Units (including the Securities) and is in no way obligated or committed, directly or indirectly, to advance its own funds to purchase any Units or Securities or to purchase or to assure the purchase of any Units or Securities; provided, however, nothing herein set forthshall preclude the Placement Agent from purchasing and reselling Units or Securities using the Offering Materials or other information provided thereunder or hereunder by the Company in the Placement Agent’s sole discretion. In making any such purchases or resales, you are hereby appointed the agent Placement Agent will rely upon representations, warranties, covenants of the Company during and the term herein specified (the "Offering Period") for the purpose of finding purchasers for the Securities for the account and risk of the Company through a public offeringBank herein, and subject to the performance by the Company of all of its obligations to be performed hereunder and to the completeness and accuracy of all the representations and warranties contained herein, you hereby accept such agency and agree on the terms and conditions herein set forth to use your best efforts during the Offering Period to find purchasers for the Securities at a public offering price of (i) $10.00 for each Share. Except as in any Transaction Documents provided in Section 2(f) hereof, your agency hereunder, which is coupled with an interest and, therefore, is not terminable by the Company without your permission, shall continue until the close of business on such date not later than 24 months following the effective date of the Offering unless extended by the Company with your consent. The offering may be terminated at any time by the Company and you (the close of business of such date being hereinafter referred to as the "Offering Termination Date"). (b) An Order must be completed by or on behalf of each person desiring to purchase Securities in the form attached to the Prospectus, and you shall provide such other information the Company deems reasonably necessary, and all documents, if any, required under state securities laws. You shall ascertain that each Order sent in by or on behalf of a prospective purchaser of Securities has been properly completed and executed. You shall return the Order together with the customer's check or your check or funds transfer (in the amount or amounts required by paragraph (a) above) payable to "Golden Gate Bank as Escrow Agent - Capital Alliance Income Trust", 50 Cxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, 00000 (xxe "Escrow Holder"). In the case of on-site supervisory review, your check must be transmitted to the Escrow Holder by the end of the next business day following receipt of the purchaser's check and, in the case of off-site supervisory review, the subscriber's check must be transmitted to your final review office by the end of the next business day following receipt thereof. Following receipt of the purchaser's check by your final review office, your check must be transmitted to the Escrow Holder by the end of the next business day. Upon receipt of an Order and a check, the Escrow Holder will forward the original Order to the Company. You will comply with the requirements of Rule 15c2-4 of the Securities Exchange Act of 1934, as amendedBank. (c) You represent that you are aware of your responsibilities The Placement Agent’s agency under the Rules this Agreement is coupled with an interest, and therefore is not terminable by of the National Association of Securities DealersCompany and the Bank without the Placement Agent’s prior express written consent. Unless earlier terminated by the Placement Agent, Inc. (the "NASD")Placement Agent’s agency under this Agreement will continue until the Expiration Date. (d) Prior to The Company shall pay the Initial Closing Date Placement Agent for its services as Placement Agent hereunder the respective percentages of the Offering Price for the Units sold in the Offering (as hereinafter defined)collectively, the Company will have no right to obtain such funds from the Escrow Holder. The right of the Company to receive such funds on the Initial Closing Date is subject to fulfillment of the conditions “Placement Agent Fee”) specified in Section 6 hereofExhibit 1 hereto.

Offering and Sale of Securities. (a) On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, you are hereby appointed the agent of the Company during the term herein specified (the "Offering Period") for the purpose of finding purchasers for the Securities for the account and risk of the Company through a public offering, and subject to the performance by the Company of all of its obligations to be performed hereunder and to the completeness and accuracy of all the representations and warranties contained herein, you hereby accept such agency and agree on the terms and conditions herein set forth to use your best efforts during the Offering Period to find purchasers for the Securities at a public offering price of (i) $10.00 8.00 for each Share. Except as provided in Section 2(f) hereof, your agency hereunder, which is coupled with an interest and, therefore, is not terminable by the Company without your permission, shall continue until the close of business on such date not later than 24 months following the effective date of the Offering unless extended by the Company with your consent. The offering may be terminated at any time by the Company and you (the close of business of such date being hereinafter referred to as the "Offering Termination Date"). (b) An Order must be completed by or on behalf of each person desiring to purchase Securities in the form attached to the Prospectus, and you shall provide such other information the Company deems reasonably necessary, and all documents, if any, required under state securities laws. You shall ascertain that each Order sent in by or on behalf of a prospective purchaser of Securities has been properly completed and executed. You shall return the Order together with the customer's check or your check or funds transfer (in the amount or amounts required by paragraph (a) above) payable to "Golden Gate Bank as Escrow Agent - Capital Alliance Income Trust", 50 Cxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, 00000 (xxe "Escrow Holder"). In the case of on-site supervisory review, your check must be transmitted to the Escrow Holder by the end of the next business day following receipt of the purchaser's check and, in the case of off-site supervisory review, the subscriber's check must be transmitted to your final review office by the end of the next business day following receipt thereof. Following receipt of the purchaser's check by your final review office, your check must be transmitted to the Escrow Holder by the end of the next business day. Upon receipt of an Order and a check, the Escrow Holder will forward the original Order to the Company. You will comply with the requirements of Rule 15c2-4 of the Securities Exchange Act of 1934, as amended. (c) You represent that you are aware of your responsibilities under the Rules of the National Association of Securities Dealers, Inc. (the "NASD"). (d) Prior to the Initial Closing Date (as hereinafter defined), the Company will have no right to obtain such funds from the Escrow Holder. The right of the Company to receive such funds on the Initial Closing Date is subject to fulfillment of the conditions specified in Section 6 hereof.

Offering and Sale of Securities. (a) On the basis terms and subject to the conditions of this Agreement, the Company hereby confirms that Xxxxxxx Xxxxx & Associates, Inc. has been appointed as the exclusive placement agent (the “Placement Agent” or “RJA”) and will be the exclusive agent during the Offering Period specified in this section (the “Offering Period”) to offer Units of the Company’s existing holders of Common Stock and other institutional and retail investors. The Offering Period will commence on a date mutually acceptable to the Company and the Placement Agent (the “Commencement Date”) and will end at 5:00 P.M., Eastern Time, the Offering termination date, which shall be not later than [ ], 2010 (the “Expiration Date”), unless earlier terminated, or extended by our mutual agreement to a later date. Subject to the performance by the Company, and its subsidiary, First Community Bank of America (the “Bank”) of all their obligations hereunder, and in reliance upon the completeness and accuracy of the representations, warranties and covenants herein containedof the Company and the Bank contained herein, but the Placement Agent hereby accepts such agency upon the terms and conditions of this Agreement. The Company acknowledges and agrees that it has made its own independent investigation of the desirability to the Company of offering and selling the Units (including, without limitation, the Securities, the Conversion Price and the Conversion Shares) in the Offering and on the terms and conditions contemplated, and that they have not relied upon the Placement Agent in making such decisions. (b) The Placement Agent shall use its reasonable commercial “best efforts”, subject to the terms and conditions of this Agreement, to sell Units. The Placement Agent, in fulfilling its obligations hereunder, may, in its sole discretion, engage brokers, dealers, or other third parties to solicit Purchasers of the Units or to refer potential Purchasers of the Units. The Placement Agent may, in its sole discretion, enter into agreements with, and pay fees to, such third parties as the Placement Agent deems appropriate in connection with such activities. The Placement Agent shall not, either directly or indirectly, in fulfilling its obligations hereunder, act as an underwriter for the Units (including the Securities) and is in no way obligated or committed, directly or indirectly, to advance its own funds to purchase any Units or Securities or to purchase or to assure the purchase of any Units or Securities; provided, however, nothing herein set forthshall preclude the Placement Agent from purchasing and reselling Units or Securities using the Offering Materials or other information provided thereunder or hereunder by the Company in the Placement Agent’s sole discretion. In making any such purchases or resales, you are hereby appointed the agent Placement Agent will rely upon representations, warranties, covenants of the Company during and the term herein specified (the "Offering Period") for the purpose of finding purchasers for the Securities for the account and risk of the Company through a public offeringBank herein, and subject to the performance by the Company of all of its obligations to be performed hereunder and to the completeness and accuracy of all the representations and warranties contained herein, you hereby accept such agency and agree on the terms and conditions herein set forth to use your best efforts during the Offering Period to find purchasers for the Securities at a public offering price of (i) $10.00 for each Share. Except as in any Transaction Documents provided in Section 2(f) hereof, your agency hereunder, which is coupled with an interest and, therefore, is not terminable by the Company without your permission, shall continue until the close of business on such date not later than 24 months following the effective date of the Offering unless extended by the Company with your consent. The offering may be terminated at any time by the Company and you (the close of business of such date being hereinafter referred to as the "Offering Termination Date"). (b) An Order must be completed by or on behalf of each person desiring to purchase Securities in the form attached to the Prospectus, and you shall provide such other information the Company deems reasonably necessary, and all documents, if any, required under state securities laws. You shall ascertain that each Order sent in by or on behalf of a prospective purchaser of Securities has been properly completed and executed. You shall return the Order together with the customer's check or your check or funds transfer (in the amount or amounts required by paragraph (a) above) payable to "Golden Gate Bank as Escrow Agent - Capital Alliance Income Trust", 50 Cxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, 00000 (xxe "Escrow Holder"). In the case of on-site supervisory review, your check must be transmitted to the Escrow Holder by the end of the next business day following receipt of the purchaser's check and, in the case of off-site supervisory review, the subscriber's check must be transmitted to your final review office by the end of the next business day following receipt thereof. Following receipt of the purchaser's check by your final review office, your check must be transmitted to the Escrow Holder by the end of the next business day. Upon receipt of an Order and a check, the Escrow Holder will forward the original Order to the Company. You will comply with the requirements of Rule 15c2-4 of the Securities Exchange Act of 1934, as amendedBank. (c) You represent that you are aware of your responsibilities The Placement Agent’s agency under the Rules this Agreement is coupled with an interest, and therefore is not terminable by of the National Association of Securities DealersCompany and the Bank without the Placement Agent’s prior express written consent. Unless earlier terminated by the Placement Agent, Inc. (the "NASD")Placement Agent’s agency under this Agreement will continue until the Expiration Date. (d) Prior to The Company shall pay the Initial Closing Date Placement Agent for its services as Placement Agent hereunder the respective percentages of the Offering Price for the Units sold in the Offering (as hereinafter defined)collectively, the Company will have no right to obtain such funds from the Escrow Holder. The right of the Company to receive such funds on the Initial Closing Date is subject to fulfillment of the conditions “Placement Agent Fee”) specified in Section 6 hereofExhibit 1 hereto.