The Placement Agent Sample Clauses

The Placement Agent. The Placement Agent, a member firm of the Financial Industry Regulatory Authority (“FINRA”), is acting as the exclusive placement agent for the Company in placing this Offering. If all of the Units are sold, the Company will receive gross proceeds of $5,000,000 less the expenses of this Offering. Management estimates that these expenses, including the fee and expense allowance payable to the Placement Agent described below, will be approximately $10,000. The Placement Agent will receive a fee equal to 10%, due diligence fee of up to $150,000, and will also reimburse the Placement Agent for all reasonable out-of-pocket expenses incurred by Agent in performing its services hereunder, including reasonable attorney’s fees incurred by the Placement Agent in connection with a Placement in an amount not to exceed $10,000. The Company will also grant to the Placement Agent, for nominal consideration, a warrant, exercisable over a five-year period commencing on the final Closing Date of the Offering, to purchase such number of Units, including the Notes, the EdgePoint Common Stock and the Warrants included therein, as shall equal 10% of the number of Units sold in the Offering at an exercise price equal to 100% of the Unit offering price. The undersigned understands that, except as may be required by applicable regulations of FINRA, the Placement Agent has not independently verified the information provided to her/him with respect to the Company. Accordingly, there is no representation by the Placement Agent as to the completeness or accuracy of such information.

The Placement Agent. The Placement Agent, a member firm of the Financial Industry Regulatory Authority (“FINRA”), is acting as the exclusive placement agent for the Company in placing this Offering. If all of the Minimum and Maximum Units are sold, the Company will receive gross proceeds of $208,000 and $1,092,000, respectively less the expenses of this Offering. Management estimates that these expenses, including the fee and expense allowance payable to the Placement Agent described below, will be approximately $52,000 and $181,000 in the event the Minimum and Maximum Units are sold, respectively. The Placement Agent will receive a fee equal to 10% and a non-accountable expense allowance equal to 3% of the aggregate gross purchase price of the Units sold. The Company will also grant to the Placement Agent, for nominal consideration, a warrant, exercisable over a three year period commencing on the final Closing Date of the Offering, to purchase such number of Units as shall equal 10% of the number of Units sold in the Offering at an exercise price equal to 120% of the Unit offering price, which is $62,400. The Company has agreed with the Placement Agent, that as long as any shares of C Preferred Stock are outstanding, but not later than five years from the Close, the Placement Agent shall have a right to have a representative approved by the Company attend and observe the Company’s board meetings in a non-voting capacity. The undersigned understands that, except as may be required by applicable regulations of FINRA, the Placement Agent has not independently verified the information provided to her/him with respect to the Company. Accordingly, there is no representation by the Placement Agent as to the completeness or accuracy of such information.

The Placement Agent. The Placement Agent shall be a member of the National Association of Securities Dealers, Inc. and registered as a Municipal Securities Dealer under the Securities Exchange Act of 1934, as amended, or a national banking association or a bank or trust company, in each case authorized by law to perform its obligations described in Sections 202(e) and 203 hereof. The Placement Agent shall agree to establish the Preliminary Fixed Rate and to use its best efforts to arrange for the sale of Tendered Bonds on the Fixed Rate Conversion Date, all as more particularly described in Sections 202(e) and 203 hereof. Section 1104 Notices. The Trustee shall, within 30 days of the resignation or removal of the Remarketing Agent or the Tender Agent or the appointment of a successor Placement Agent or a successor Remarketing Agent or Tender Agent, give notice thereof by first-class mail, postage prepaid, to the Registered Owners of the Bonds.

The Placement Agent. The Placement Agent, a member firm of the Financial Industry Regulatory Authority (“FINRA”), is acting as the exclusive placement agent for the Company in placing this Offering. If all of the Units are sold, the Company will receive gross proceeds of $4,000,000 less the expenses of this Offering. Management estimates that these expenses, including the fee and expense allowance payable to the Placement Agent described below, will be approximately $3,380,000 The Placement Agent will receive a fee equal to 10%, legal and other expenses of up to $25,000 and a non-accountable expense allowance equal to 3% of the aggregate gross purchase price of the Units sold. The Company will also grant to the Placement Agent, for nominal consideration, a warrant, exercisable over a five year period commencing on the final Closing Date of the Offering, to purchase such number of Units as shall equal 10% of the number of Units sold in the Offering at an exercise price equal to 100% of the Unit offering price, which is equivalent to $0.20 per share. The undersigned understands that, except as may be required by applicable regulations of FINRA, the Placement Agent has not independently verified the information provided to her/him with respect to the Company. Accordingly, there is no representation by the Placement Agent as to the completeness or accuracy of such information.

The Placement Agent. The Company may, in its sole discretion, engage a Placement Agent to assist it in consummating the offer and sale of the Securities pursuant to this Agreement. Each Purchaser acknowledges and agrees that in no event shall the Company have any obligation to engage a Placement Agent to assist it in connection with the transactions contemplated by this Agreement. In no event shall the Company be deemed to be in breach of this Agreement or any other Transaction Document if it elects not to engage a Placement Agent and such determination by the Company shall in no way be deemed an “Event of Default” under the Debentures.

The Placement Agent. The Placement Agent, a member firm of the Financial Industry Regulatory Authority (“FINRA”), is acting as the exclusive placement agent for the Company in placing this Offering. If all of the Units are sold, the Company will receive gross proceeds of $12,500,000 less the expenses of this Offering. Management estimates that these expenses, including the fee and expense allowance payable to the Placement Agent described below, will be approximately $1,875,000. The Placement Agent will receive, as compensation for performing the initial review of the proposed offering, company data room, and the required due diligence, the Company will pay a nonrefundable fee of $25,000 (the “Due Diligence Fee”). As compensation for ongoing Due Diligence performed by JHD hereunder, the Company will pay JHD a fee equal to 2% of the gross proceeds raised from the sale of the Securities to customers of JHD (the “Ongoing Diligence Fee”). As compensation for the services to be rendered by JHD hereunder, the Company will (i) pay to JHD a fee equal to 13% of the gross proceeds raised from the sale of the Securities to customers of JHD; (ii) issue to JHD warrants with a three-year term to purchase that number of Units equal to 10% of the aggregate number of Units sold on the same terms and conditions as the Units are sold to the Investors in the Offering (“Placement Agent’s Warrants”). The Company confirms that it will not conduct financings, debt or equity, at terms more favorable than those offered to these private placement participant as contemplated under this current Offering within a period of 1 year of this Offering without the written consent of JHD. The undersigned understands that, except as may be required by applicable regulations of FINRA, the Placement Agent has not independently verified the information provided to her/him with respect to the Company. Accordingly, there is no representation by the Placement Agent as to the completeness or accuracy of such information.

The Placement Agent