Common use of Placement Agents Clause in Contracts

Placement Agents. (a) Underwriter agrees that it shall use its best efforts to be qualified to sell securities to purchasers in all 00 Xxxxxx Xxxxxx, xxx Xxxxxxxx xx Xxxxxxxx and the Commonwealth of Puerto Rico either through its own brokers or through qualified Placement Agents licensed by NASD. (b) Underwriter shall enter into selling agreements with licensed brokers and/or dealers it selects who are acceptable to the Company using a form of selling agreement reasonably acceptable to the Company ("Selling Agreements"). Those brokers and/or dealers who enter into Selling Agreements with the Underwriter are referred to in this agreement as the "Underwriter's Placement Agents." Underwriter may also enter into Selling Agreements with Placement Agents selected by the Company who are reasonably acceptable to Underwriter, which such Placement Agents upon the execution of Selling Agreements shall be deemed Underwriter's Placement Agents. Neither the Company nor Underwriter shall unreasonably withhold acceptance of any Placement Agent proposed by the other party. Each Selling Agreement shall provide a minimum commission of 5% of the Underwriter's Placement Agent's gross sales of securities and shall provide that the Underwriter's Placement Agent shall receive at least 20% of the Underwriter's Warrants with respect to such sales, all of which shall be paid out of the Underwriter's compensation set forth in para. 4(e) above. (c) Underwriter acknowledges that the Company has entered into a financial consulting agreement with Alberdale & Co., London, England ("Alberdale") whereby Alberdale will (i) represent the sale of the Company's securities in the United Kingdom and certain other countries, and (ii) assist the Company in locating Placement Agents for this offering. To the extent that Alberdale introduces the Company and the Underwriter to any Placement Agent that signs a Selling Agreement on or before the day following the effective date of the offering, thereby becoming an Underwriter's Placement Agent, Alberdale shall be entitled to a fee equal to 10% of the compensation earned by that Placement Agent, of which one-half will be a reduction in that Placement Agent's compensation and one-half will be provided by Underwriter. The parties acknowledge that Neidiger Xxxxxx Xxxxxxx, Inc. and Pali Capital, Inc. are potential Placement Agents who have been introduced to the Company by Alberdale. (d) The Company shall be free to enter into agreements with Placement Agents, including, but not limited to, Alberdale, outside of the United States ("Non-U.S. Placement Agents") for the sale of Shares in the offering to persons outside of the United States and Underwriter shall have no rights with respect to sales of Shares in the offering through such Non-U.S. Placement Agents.

Placement Agents. (a) Underwriter agrees that it shall use its best efforts to be qualified to sell securities to purchasers in all 00 Xxxxxx Xxxxxx, xxx Xxxxxxxx xx Xxxxxxxx and the Commonwealth of Puerto Rico either through its own brokers or through qualified Placement Agents licensed by NASDFINRA. (b) Underwriter shall enter into selling agreements with licensed brokers and/or dealers it selects who are acceptable to the Company using a form of selling agreement reasonably acceptable to the Company ("Selling Agreements"). Those brokers and/or dealers who enter into Selling Agreements with the Underwriter are referred to in this agreement as the "Underwriter's Placement Agents." Underwriter may also enter into Selling Agreements with Placement Agents selected by the Company who are reasonably acceptable to Underwriter, which such Placement Agents upon the execution of Selling Agreements shall be deemed Underwriter's Placement Agents. Neither the Company nor Underwriter shall unreasonably withhold acceptance of any Placement Agent proposed by the other party. Each Selling Agreement shall provide a minimum commission of 5% of the Underwriter's Placement Agent's gross sales of securities and shall provide that the Underwriter's Placement Agent shall receive at least 20% of the Underwriter's Warrants with respect to such sales, all of which shall be paid out of the Underwriter's compensation set forth in para. 4(e) above. (c) Underwriter acknowledges that the Company has entered into a financial consulting agreement with Alberdale & Co., London, England ("Alberdale") whereby Alberdale will (i) represent the sale of the Company's securities in the United Kingdom and certain other countries, and (ii) assist the Company in locating Placement Agents for this offering. To the extent that Alberdale introduces the Company and the Underwriter to any Placement Agent that signs a Selling Agreement on or before the day following the effective date of the offering, thereby becoming an Underwriter's Placement Agent, Alberdale shall be entitled to a fee equal to 10% of the compensation earned by that Placement Agent, of which one-half will be a reduction in that Placement Agent's compensation and one-half will be provided by Underwriter. The parties acknowledge that Neidiger Xxxxxx Xxxxxxx, Inc. and Pali Capital, Inc. are potential Placement Agents who have been introduced to the Company by Alberdale. (d) The Company shall be free to enter into agreements with Placement Agents, including, but not limited to, Alberdale, Agents outside of the United States ("Non-U.S. Placement Agents") for the sale of Shares Units in the offering to persons outside of the United States and Underwriter shall have no rights with respect to sales of Shares Units in the offering through such Non-U.S. Placement Agents.