June 18, 2012 CONFIDENTIAL Mr. Geert Kersten Director and Chief Executive Office CEL-SCI Corporation 8229 Boone Boulevard Suite 802 Vienna, VA 22182 Dear Mr. Kersten: This letter (the "Agreement") constitutes the agreement between Chardan Capital...Placement Agent Agreement • June 21st, 2012 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
Chardan Capital Markets, LLCPlacement Agent Agreement • March 1st, 2019 • Nanoviricides, Inc. • Services-commercial physical & biological research • New York
This letter (the “Agreement”) constitutes the agreement between Chardan Capital Markets, LLC (“Chardan”) (the “Placement Agent”) and Nanoviricides, Inc. (the “Company”), that Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities (the “Securities”) of the Company, including shares (the “Shares”) of the Company’s common stock, par value $.001 per share (the “Common Stock”) and warrants to purchase shares of Common Stock (the “Warrants”). The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Placement Agent would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents execu
CNS Pharmaceuticals, Inc. Attention: John Climaco 2100 West Loop South, Suite 900 Houston, Texas Dear Mr. Climaco:Placement Agent Agreement • October 24th, 2024 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (“A.G.P.”) (the “Placement Agent”) and CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for the Company, on a reasonable “best efforts” basis, in connection with the proposed placement (the “Placement”) of (i) shares (the “Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”) and (ii) pre-funded warrants (the “Pre-Funded Warrants” and together with the Shares, the “Securities”) to purchase shares of Common Stock (the “Pre-Funded Warrant Shares”). The Securities actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The terms of the Placement shall be mutually agreed upon by the Company and the purchasers of the Securities (each, a “Purchaser” and collectively, the “Purchasers”), and nothing herein constitutes that the Placement A
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT CALIDI BIOTHERAPEUTICS, INC.Placement Agent Agreement • November 15th, 2024 • Calidi Biotherapeutics, Inc. • Biological products, (no disgnostic substances)
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Ladenburg Thalmann & Co., Inc. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May 14, 2025 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the Issue Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”), but not thereafter, to subscribe for and purchase from Calidi Biotherapeutics, Inc., a Delaware corporation (the “Company”), up to 221,893 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to the terms
EX-1 2 a16-20052_4ex1.htm EX-1 Execution Version CAPSTONE TURBINE CORPORATION 3,600,000 Shares of Common Stock Series A Warrants to Purchase 6,300,000 Shares of Common Stock and Pre-Funded Series B Warrants to Purchase 2,700,000 Shares of Common Stock...Placement Agent Agreement • May 5th, 2020 • New York
Exhibit (e) PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • June 28th, 2002 • Investment Portfolio
TuanChe Limited 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District, Beijing 100038 Attention: Wei Wen, CEOPlacement Agent Agreement • October 30th, 2024 • TuanChe LTD • Services-business services, nec • New York
This letter (the "Agreement") constitutes the agreement between Maxim Group LLC ("Maxim" or the "Placement Agent") and TuanChe Limited, a Cayman Islands company (the "Company"), pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a "reasonable best efforts" basis, in connection with the proposed placement (the "Placement") of registered American Depositary Shares (the "ADSs"), with each ADS representing 240 Class A ordinary shares of the Company, par value $0.0001 per share (the "Ordinary Shares"), registered prefunded warrants to purchase Ordinary Shares (the "Prefunded Warrants", and the Ordinary Shares underlying the Prefunded Warrants, the "Prefunded Warrant Shares"), and unregistered warrants to purchase Ordinary Shares (the "Common Warrants", and the Ordinary Shares underlying the Common Warrants, the "Common Warrant Shares"). The Prefunded Warrant Shares and the Common Warrant Shares shall mean the "Warrant Shares". The Prefunded Warrants
CHINA SHOE HOLDINGS, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • March 31st, 2008 • China Shoe Holdings, Inc. • Footwear, (no rubber) • California
The undersigned, China Shoe Holdings, Inc., a Nevada corporation (the “Company”), hereby agrees with GLB Trading Inc. (the “Placement Agent”) as follows:
Exhibit 8(a) PLACEMENT AGENT AGREEMENT AGREEMENT made as of the 1st day of October, 2008, between MASTER LARGE CAP SERIES LLC, a Delaware limited liability company (the "Company"), on behalf of itself and each of its series listed on Exhibit A (each,...Placement Agent Agreement • March 2nd, 2009 • Master Large Cap Series LLC • New York
ALTERNATIVE INVESTMENT PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • August 14th, 2014 • Morgan Stanley Smith Barney Spectrum Currency & Commodity L.P. • Commodity contracts brokers & dealers • New York
This Alternative Investment Placement Agent Agreement (“Agreement”) is dated as of October 1, 2014, by and among each of the Delaware limited partnerships listed on Schedule 1 hereto (each, a “Partnership,” and together, the “Partnerships”), Ceres Managed Futures LLC, a Delaware limited liability company (the “General Partner”), and Morgan Stanley Smith Barney LLC, a Delaware limited liability company, currently doing business as Morgan Stanley Wealth Management (“MSSB”). Partnerships may be added to this Agreement upon the agreement of the General Partner and MSSB. The listing of such partnership on Schedule 1 hereto shall be evidence of such agreement. This Agreement supersedes all prior agreements between each Partnership, MSSB and the General Partner, including, but not limited to, those listed on Schedule 2 hereto.
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • March 23rd, 2016 • 5-to-15 Year Laddered Municipal Bond Portfolio
This is to confirm that, in consideration of the agreements hereinafter contained, the undersigned, 5-to-15 Year Laddered Municipal Bond Portfolio (the “Trust”), an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), organized as a Massachusetts business trust, has agreed that Eaton Vance Distributors, Inc. (“EVD”), shall be the placement agent (the “Placement Agent”) of Interests in the Trust (“Trust Interests”).
RECITALSPlacement Agent Agreement • November 7th, 2007 • New Frontier Energy Inc • Crude petroleum & natural gas
EXHIBIT 1.1 1,000,000 SHARES ENZO BIOCHEM, INC. COMMON STOCK PLACEMENT AGENT AGREEMENT -------------------------Placement Agent Agreement • February 5th, 2007 • Enzo Biochem Inc • Services-medical laboratories • New York
Kaival Brands Innovations Group, Inc.Placement Agent Agreement • June 25th, 2024 • Kaival Brands Innovations Group, Inc. • Retail-nonstore retailers • New York
INTEGRATED PHARMACEUTICALS, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • January 30th, 2007 • Integrated Pharmaceuticals Inc • In vitro & in vivo diagnostic substances • Delaware
The undersigned, Integrated Pharmaceuticals, Inc., a Idaho corporation (the “COMPANY”), hereby agrees with US EURO Securities, Inc. (the “PLACEMENT AGENT”) and Dutchess Private Equities Fund, Ltd., a a Cayman Islands exempted Company (the “INVESTOR”) as follows:
CONFIDENTIAL Authentidate Holding Corp.Placement Agent Agreement • October 13th, 2011 • Authentidate Holding Corp • Services-computer integrated systems design • New York
PLACEMENT AGENT PREFERRED INVESTMENT OPTION Microbot Medical Inc.Placement Agent Agreement • June 4th, 2024 • Microbot Medical Inc. • Surgical & medical instruments & apparatus
THIS PLACEMENT AGENT PREFERRED INVESTMENT OPTION (the “Preferred Investment Option”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June ___, 20261 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Microbot Medical Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Preferred Investment Option Shares”) of Common Stock. The purchase price of one share of Common Stock under this Preferred Investment Option shall be equal to the Exercise Price, as defined in Section 2(b). This Preferred Investment Option is being issued pursuant to that certain Engagement Agreement between the Company and H.C. Wainwright & Co., LLC, dated as of May
FORM OF PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • June 15th, 2023 • Blue Chip Capital Group Inc. • Finance services
This Placement Agent Agreement (“Agreement”) is made by and between Blue Chip Capital Group, Inc., a Nevada corporation (the “Company”), and __________________, each a “Placement Agent” and collectively, the “Placement Agents”), as of the date set forth on the signature page hereto. The Company hereby engages to serve as a Placement Agent, among other Placement Agents to assist the Company and its management in a non-exclusive capacity in arranging an offering (the “Offering”) of a total of 10,000,000 Units at an offering price of $2.00 per Unit, each Unit consisting of (i) one (1) share of Common Stock. par value $0.0001 per share (“Common Stock”); and (ii) one (1) common stock purchase warrant (the “Warrants”), each exercisable to purchase one (1) share of common stock, par value $0.001 per share (“Common Stock” or “Warrant Shares”), at exercisable to purchase one addition share of Common Stock (each a “Warrant Share”) at an exercise price of $2.50 (the “Exercise Price”) per Warrant
David J. Drutz, M.D. Chief Executive Officer DARA BioSciences, Inc.Placement Agent Agreement • May 30th, 2014 • DARA BioSciences, Inc. • Pharmaceutical preparations • New York
GREAT BASIN SCIENTIFIC, INC. 2,575,000 Class A Units, Each Class A Unit Consisting of One Share of Common Stock and One Series J Warrant to Purchase Two and One-Half Shares of Common Stock and 6,366,666 Class B Units, Each Class B Unit Consisting of...Placement Agent Agreement • June 20th, 2017 • Great Basin Scientific, Inc. • Surgical & medical instruments & apparatus • New York
October 25, 2011 STRICTLY CONFIDENTIAL Dr. Claire L. Kruger Chief Executive Officer Spherix Incorporated 6430 Rockledge Drive Suite 503 Bethesda, MD 20817 Dear Dr. Kruger: This letter (the “Agreement”) constitutes the agreement between Spherix...Placement Agent Agreement • October 27th, 2011 • Spherix Inc • Services-engineering, accounting, research, management • New York
BioHiTech GlobalPlacement Agent Agreement • September 6th, 2019 • Biohitech Global, Inc. • Services-educational services • New York
OHR PHARMACEUTICAL, INC. 20,250,032 Shares of Common Stock And 14,175,059 Warrants to Purchase One Share of Common Stock PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • April 6th, 2017 • Ohr Pharmaceutical Inc • Pharmaceutical preparations • New York
Ohr Pharmaceutical, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the purchasers (the “Offering”), pursuant to the terms and conditions of this Placement Agent Agreement (this “Agreement”) and the Securities Purchase Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”), entered into with the purchasers identified therein (each a “Purchaser” and collectively, the “Purchasers”) an aggregate of 20,250,032 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company and 14,175,059 warrants (the “Warrants”), each Warrant entitles the holder to purchase one share of Common Stock at an exercise price of $1.00 per share at any time prior to the expiration thereof the five year anniversary of issuance (the “Warrant Shares”). The Shares, the Warrants and the Warrant Shares are collectively referred to as the “Securities”. The Purchasers shall receive .7 of a Warrant for each Share purchased an
ENTORO SECURITIES, LLC – REG A - PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • July 17th, 2023 • Zephyr Group, Inc. • Texas
Advance on Expenses: $10,000, covers due diligence expenses, technology platform setup costs, other necessary support. Refundable to extent not used.
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • July 2nd, 2018 • Master Investment Portfolio II • New York
AGREEMENT made as of the [ ] day of [ ], 2018, between MASTER INVESTMENT PORTFOLIO II, a Delaware statutory trust (the “Trust”), on behalf of itself and each of its series listed on Appendix A, as such Appendix may be amended from time to time (each, a “Series”) and BLACKROCK INVESTMENTS, LLC, a Delaware limited liability company (the “Placement Agent”).
September 28, 2023 Lyron Bentovim Chief Executive Officer The Glimpse Group, IncPlacement Agent Agreement • October 3rd, 2023 • Glimpse Group, Inc. • Services-computer programming services • New York
Inuvo, Inc.Placement Agent Agreement • May 25th, 2023 • Inuvo, Inc. • Services-advertising • New York
EX-1.1 2 d426939dex11.htm EX-1.1 Execution Version August 25, 2016 Mr. John Glass Interim Chief Financial Officer Provectus Biopharmaceuticals, Inc.Placement Agent Agreement • May 5th, 2020 • New York
AEGIS CAPITAL CORP.Placement Agent Agreement • October 12th, 2023 • SciSparc Ltd. • Pharmaceutical preparations • New York
The purpose of this engagement letter is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the lead placement agent on a “best efforts” basis in connection with the proposed private placement (the “Placement”) by SciSparc Ltd. (collectively, with its subsidiaries and affiliates, the “Company”) of its ordinary shares, warrants, and pre-funded warrants (collectively, the “Securities”). This engagement letter sets forth certain conditions and assumptions upon which the Placement is premised. The Company confirms that entry into this Agreement and completion of the Placement with Aegis will not breach or otherwise violate the Company’s obligations to any other investment bank.
Placement Agent AgreementPlacement Agent Agreement • October 17th, 2024 • FT Vest Total Return Income Fund: Series A4
This Placement Agent Agreement (“Agreement”) is made as of April 25, 2024, by and among each of the funds listed on Exhibit A attached hereto, as amended from time to time (each a “Fund” and together, the “Funds”), First Trust Capital Management L.P., a Delaware limited partnership (the “Investment Manager”) and First Trust Portfolios L.P., an Illinois limited partnership (“First Trust”). The parties have signed one document for administrative convenience and to avoid a multiplicity of documents. Notwithstanding any other provision of the Agreement, the parties expressly intend that the Agreement will function and be construed as if First Trust and the Investment Manager had signed a separate agreement with each Fund, acting severally and not jointly. For the avoidance of doubt, no Fund shall be jointly liable for the obligations of any other Fund.
PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT INSPIRA TECHNOLOGIES OXY B.H.N. LTD.Placement Agent Agreement • May 9th, 2024 • Inspira Technologies OXY B.H.N. LTD • Surgical & medical instruments & apparatus
THIS PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 28, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Inspira Technologies OXY B.H.N. Ltd., a company organized under the laws of the State of Israel (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Exhibit 8(a) PLACEMENT AGENT AGREEMENT AGREEMENT made as of the 29th day of September 2006, between BLACKROCK MASTER TRUST, a Delaware statutory trust (the "Trust"), on behalf of itself and each of its series listed on Exhibit A (each, a "Portfolio")...Placement Agent Agreement • September 28th, 2007 • Blackrock Master LLC • New York
PERSONAL AND CONFIDENTIALPlacement Agent Agreement • September 23rd, 2024 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • New York
The purpose of this placement agent agreement is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the placement agent on a “best efforts” basis in connection with the proposed Note Offering (the “Placement”) by Sharps Technology, Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of promissory notes (“Notes”) and unregistered shares of Common Stock of the Company (together with the Notes, the “Securities”). This placement agent agreement sets forth certain conditions and assumptions upon which the Placement is premised. The Company expressly acknowledges and agrees that Aegis’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Aegis to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Aegis with respect to securing any other financing on behalf of the Company
Mr. Surendra K. Ajjarapu, Chief Executive Officer Scienture Holdings, Inc. Tampa, FL 33634 Re: SCNX| Placement Agent AgreementPlacement Agent Agreement • September 25th, 2024 • Scienture Holdings, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
The purpose of this placement agent agreement (this “Agreement”) is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the placement agent on a “best efforts” basis in connection with the proposed Regulation A private placement (the “Placement”) by Scienture Holdings, Inc. (collectively, with its Subsidiaries and affiliates, the “Company”) of its Common Stock (the “Securities”). This Agreement sets forth certain conditions and assumptions upon which the Placement is premised. The Company expressly acknowledges and agrees that Aegis’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Aegis to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Aegis with respect to securing any other financing on behalf of the Company. The Company confirms that entry into this Agreement and completion
PLACEMENT AGENT AGREEMENT August 12th, 2019Placement Agent Agreement • August 29th, 2019 • CytoDyn Inc. • Pharmaceutical preparations
This Placement Agent Agreement (“Agreement”) is made by and between CytoDyn Inc., a Delaware corporation (the “Company”), and Paulson Investment Company, LLC, a Delaware limited liability company (the “Placement Agent”), as of the date first above written. The Company hereby engages the Placement Agent to assist the Company as its non-exclusive placement agent in arranging an offering of its equity securities (the “Securities”) which will be subject to a registration statement (the “Registration Statement”) on Form S-3 previously declared effective by the United States Securities and Exchange Commission (the “SEC”) , on terms to be determined by the parites hereto (the “Offering”). The terms of the Offering will be more fully described in the definitive transaction documents pertaining to the Offering, to be prepared by the Company, with the assistance of the Placement Agent.
