Agreement to Act as Placement Agents. Upon the basis of the representations and warranties of the Company and subject to the terms and conditions set forth in this Agreement the Company engages the Placement Agents to act as its exclusive placement agents, on a best efforts basis, in connection with the offer and sale by the Company of Shares to the Investors (the "Offering"). As compensation to the Placement Agents for services rendered, at the time of purchase (as defined below) the Company shall pay to TWP, by Federal Funds wire transfer to an account or accounts designated by TWP, an amount equal to (i) 8% of the first $5,000,000 in gross proceeds received by the Company in the Offering, (ii) 7% of the next $5,000,000 in gross proceeds received by the Company in the Offering, and (iii) 6% of all additional gross proceeds received by the Company in the Offering; provided, however, no compensation shall be payable to the Placement Agents for sales of Shares to strategic investors purchasing stock in connection with entering into license, joint venture, partnership or other related agreements with the Company ("Strategic Sales"). The Shares are being sold at a price of $5.00 per share. TWP may retain other brokers or dealers to act as subagents on its behalf in connection with the offering and sale of the Shares. Up to 15% of the aggregate compensation payable to TWP hereunder may be allocated by TWP to BMC. This Agreement shall not give rise to any commitment by the Placement Agents or any of their affiliates to underwrite or purchase any of the Shares or otherwise provide any financing, and the Placement Agents shall have no authority to bind the Company in respect of the sale of any Shares. The sale of the Shares shall be made pursuant to purchase agreements in the form included as Exhibit A hereto (the "Purchase Agreements").
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Agreement to Act as Placement Agents. Upon On the basis of the representations representations, warranties and warranties agreements of the Company herein contained, and subject to all the terms and conditions set forth in of this Agreement the Company engages Agreement, the Placement Agents to act shall serve as its exclusive placement agents, on a best efforts basis, the Placement Agents in connection with the offer issuance and sale by the Company of Shares to the Investors Units from the Registration Statement (as defined in Section 2 below), with the terms of such offering (the "“Offering")”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the Investors. The Placement Agents shall act on a best efforts basis and do not guarantee that they will be able to sell the Units in the prospective Offering. As compensation to the Placement Agents for services rendered, at on the time of purchase Closing Date (as defined below) ), the Company shall pay to TWP, by Federal Funds wire transfer to the Placement Agents an account or accounts designated by TWP, an aggregate amount equal to (i) 87% of the first $5,000,000 in gross proceeds received by the Company in from the Offeringsale of such Units; provided, however, if any of the Units are sold to the holders of those certain Senior Secured Convertible Notes issued by the Company on April 16, 2015 and on November 5, 2015 (ii) 7the “Notes”), or to any of such holders’ affiliates, the Company shall pay to the Placement Agents an aggregate amount equal to 4% of the next $5,000,000 in gross proceeds received by the Company in from the Offering, and (iii) 6% sale of all additional gross proceeds received by the Company in the Offering; provided, however, no compensation shall be payable such Units. The purchase price to the Placement Agents Investors for sales of Shares to strategic investors purchasing stock in connection with entering into license, joint venture, partnership or other related agreements with each Unit is US $0.85 (the Company ("Strategic Sales"“Offering Price”). The Shares are being sold at a price of $5.00 per share. TWP Placement Agents, including Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. who is acting as Co-Placement Agent, may retain other brokers or dealers to act as subagents sub-agents on its their behalf in connection with the offering and sale Offering. The term of the SharesPlacement Agents’ engagement will be 14 days from the date hereof (the “Exclusive Term”). Up to 15% of the aggregate compensation payable to TWP hereunder may be allocated by TWP to BMC. This Agreement shall not give rise to any commitment by the The Placement Agents or any of their affiliates will be entitled to underwrite or purchase any of the Shares or otherwise provide any financing, and the Placement Agents shall have no authority to bind the Company in respect of the sale of any Shares. The sale of the Shares shall be made pursuant to purchase agreements in the form included as Exhibit A hereto (the "Purchase Agreements")collect all fees earned through termination.
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