Placement Agent Agreement Clause Samples
A Placement Agent Agreement is a contract between a company seeking to raise capital and a placement agent, typically an investment bank or broker, that outlines the terms under which the agent will help find investors for the company's securities. This agreement specifies the agent's duties, compensation structure (such as fees or commissions), and the scope of the offering, including the types of securities and the target investor profile. Its core practical function is to formalize the relationship and expectations between the company and the agent, ensuring both parties understand their roles and responsibilities in the fundraising process, and to allocate risk and compensation clearly.
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Placement Agent Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably satisfactory to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders, their Warrant Shares and their intended methods of distribution.
Placement Agent Agreement. The Company has entered into a Placement Agent Agreement, dated as of November 12, 2019, with the Agent that contains certain representations, warranties, covenants and agreements of the Company. Such representations, warranties, covenants and agreements are for the benefit of and may be relied upon by the Buyers, each of which shall be a third-party beneficiary thereof.
Placement Agent Agreement. The Company has entered into a Placement Agent Agreement (the “Placement Agreement”) with the Placement Agent that contains certain representations, warranties, covenants and agreements of the Company that may be relied upon by the Investor. A copy of the Placement Agreement is available upon request.
Placement Agent Agreement. A true and correct copy of the Placement Agent Agreement by and between Brookshire Securities ▇▇▇▇▇▇▇▇▇▇n and Ceptor is annexed as Exhibit A hereto. Xechem authorizes and approves the Placement Agent Agreement, including the payment of all fees and expenses, as provided therein, and all agreements of indemnification or contribution therein.
Placement Agent Agreement. The Undersigned shall be a third-party beneficiary of all representations and warranties of the Company contained in that certain Placement Agent Agreement, dated as of May 24, 2022, by and between the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC.
Placement Agent Agreement. In connection with the Offering, on August 10, 2025, the Company entered into an engagement agreement with the Placement Agent (the “Placement Agent Agreement”), pursuant to which the Placement Agent agreed to act as Placement Agent for the Offering. The term of the Placement Agent Agreement is ninety (90) days from September 9, 2025. If the Company closes the Offering, the term of the Placement Agent Agreement shall be extended until the earlier of (i) the closing date of an at-the-market offering of the Company’s Common Stock (the “ATM Offering”), or (ii) ninety (90) days from the closing of the Offering. Pursuant to the Placement Agent Agreement, the Company agreed to pay the Placement Agent fees and warrants as follows: (i) if the Company completes the Offering, a fee equal to 7.0% of gross proceeds raised in the Offering; (ii) at the closing of the Offering, the Company will sell to the Placement Agent warrants (the “Placement Agent Warrants”) to purchase Common Stock equal to 5.0% of Common Stock sold in such offering at a price of $50; (iii) if the Company completes an ATM Offering, a sales commission of 3.0% of gross proceeds from the securities sold in the Offering; and (iv) if the Company consummates a business combination for the purpose of potentially effectuating a digital asset treasury company strategy, a fee equal to 3.5% of the consideration paid or received by the Company in such transaction. The exercise price per share of the Placement Agent Warrants is equal to 115% of the price of the Common Stock issued in Offering and a term of five (5) years from the closing of the Offering. The Placement Agent Warrants are immediately exercisable subject to the effectiveness of an applicable registration statement. The Placement Agent Agreement was signed with terms substantially similar to those described in this Annex A.
Placement Agent Agreement. Uni-Pixel's board of directors shall, in its sole and absolute discretion, have approved the provisions of the placement agent agreement entered into between Fordham Financial Management, Inc. and the Company (the "Placement Agent Agreement") and all other agreements entered into by the Company regarding the sale of shares of the Company's equity securities in the Private Placement.
Placement Agent Agreement. The Company has entered into a Placement Agent Agreement, dated as of December 24, 2009, with ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLC and FT Global Capital, Inc. as co-placement agents that contains certain representations, warranties, covenants and agreements of the Company that, may be relied upon by the Purchasers, each of which shall be a third party beneficiary thereof.
Placement Agent Agreement. Dear M▇. ▇▇▇▇▇▇▇▇▇: The purpose of this placement agent agreement (the “Agreement”) is to outline our agreement pursuant to which Spartan Capital Securities, LLC (“Spartan”) will act as the placement agent on a “best efforts” basis in connection with the proposed PIPE Offering (the “Placement”) by Lixte Biotechnology Holdings, Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of its shares of Common Stock or Pre-funded Warrants to purchase shares of Common Stock in lieu of shares of Common Stock, Common Warrants to purchase Common Stock and Series B Convertible Preferred Stock (the “Securities”). This Agreement sets forth certain conditions and assumptions upon which the Placement is premised. The Company expressly acknowledges and agrees that Spartan’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Spartan to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Spartan with respect to securing any other financing on behalf of the Company. The Company confirms that entry into this Agreement and completion of the Placement with Spartan will not breach or otherwise violate the Company’s obligations to any other party or require any payments to such other party. For the sake of clarity, such obligations may include but not be limited to obligations under an engagement letter, placement agency agreement, underwriting agreement, advisory agreement, right of first refusal, tail fee obligation or other agreement. The terms of our agreement are as follows:
Placement Agent Agreement. The Placement Agent has entered into a Placement Agent Agreement with the Company dated August 12, 2024 (the “Placement Agent Agreement”), attached hereto as Exhibit A. By your acceptance of this Selected Dealer Agreement (this “Agreement”), you will become one of the Dealers referred to in the Placement Agent Agreement and will be entitled and subject to the indemnification provisions contained in such Placement Agent Agreement, including the indemnification provisions contained in Section 6 of such Placement Agent Agreement wherein the Dealers severally agree to indemnify and hold harmless the Company, the Placement Agent and each officer and trustee/director thereof, and each person, if any, who controls the Company or the Placement Agent within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). Except as otherwise specifically stated herein, all terms used in this Agreement have the meanings provided in the Placement Agent Agreement. As described in the Placement Agent Agreement, the Company is offering Class D shares, Class N shares, Class S shares and Class I shares (the “Shares”) in a private placement offering (the “Offering”) exempt from registration under the Securities Act, pursuant to Rule 506(b) of Regulation D promulgated under the Securities Act (“Regulation D”), on the terms and conditions described in the Confidential Private Placement Memorandum of the Company dated August 2025 (with all exhibits and supplements thereto, and as the same may be amended, revised or supplemented from time to time, the “Memorandum”). The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Memorandum. Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Placement Agent or of the Company, and the Dealer is not authorized to act for the Placement Agent or the Company or to make any representations on their behalf except as set forth in the Memorandum and such other Supplemental Information (as defined in Section VII herein).