Common use of Appointment of Placement Agent Clause in Contracts

Appointment of Placement Agent. (a) The Placement Agent is hereby appointed placement agent of the Company (subject to the Placement Agent's right to have Selected Dealers, as defined in Section 1(c) hereof, participate in the Offering) during the Offering Period herein specified for the purposes of assisting the Company in finding qualified subscribers in offshore transactions under Regulation S pursuant to the Offering described in the Offering Documents. The Placement Agent shall not be deemed an agent of the Company for any other purpose. The "OFFERING PERIOD" shall commence on the day the CTS #1 is first made available to the Placement Agent by the Company for delivery in connection with the offering for the sale of the Units (the "COMMENCEMENT DATE"). Upon receipt of the Minimum Offering amount, the Placement Agent may conduct a closing (the "INITIAL CLOSING DATE") and may conduct subsequent closings on an interim basis until the relevant Maximum Offering amount (and any Placement Agent's Option amount) has been reached or the Offering is terminated (the "FINAL CLOSING DATE"). Each such closing may be referred to herein as a "CLOSING". If not terminated earlier pursuant to this Agreement, the Offering Period shall terminate at 11:59 a.m. New York City Time on December 31, 1998, subject to an extension, (written notice of which shall be provided to the Company), at the option of the Placement Agent, for an additional sixty (60) days (the "TERMINATION DATE"), accordingly, the Offering Period shall terminate on the Final Closing Date or the Termination Date, as the case may be. If subscriptions for the Minimum Offering amount of 20 Units are not received prior to the end of the Offering Period, the Offering will be terminated and all funds received from Subscribers will be returned, without interest and without any deduction.

Appointment of Placement Agent. (a) The You are hereby appointed exclusive Placement Agent is hereby appointed placement agent of the Company (subject to the Placement Agent's your right to have Selected Dealers, as defined in Section 1(c) hereof, participate in the Offering) during the Offering Period herein specified for the purposes of assisting the Company in finding qualified subscribers in offshore transactions under Regulation S Subscribers pursuant to the Offering offering (the "Offering") described in the Offering Documents. The Placement Agent shall not be deemed an agent of the Company for any other purpose. The "OFFERING PERIOD" Offering Period shall commence on the day (the CTS #1 is "Commencement Date") the Offering Documents are first made available to the Placement Agent you by the Company for delivery in connection with the offering for the sale of the Units and shall continue until the earlier to occur of (i) the "COMMENCEMENT DATE"sale of all of the Maximum Offering or (ii) 60 days after the Commencement Date (unless extended for a period of up to 60 days under circumstances specified in the Memorandum). Upon receipt of If the Minimum Offering amount, the Placement Agent may conduct a closing (the "INITIAL CLOSING DATE") and may conduct subsequent closings on an interim basis until the relevant Maximum Offering amount (and any Placement Agent's Option amount) has been reached or the Offering is terminated (the "FINAL CLOSING DATE"). Each such closing may be referred to herein as a "CLOSING". If not terminated earlier pursuant to this Agreement, the Offering Period shall terminate at 11:59 a.m. New York City Time on December 31, 1998, subject to an extension, (written notice of which shall be provided to the Company), at the option of the Placement Agent, for an additional sixty (60) days (the "TERMINATION DATE"), accordingly, the Offering Period shall terminate on the Final Closing Date or the Termination Date, as the case may be. If subscriptions for the Minimum Offering amount of 20 Units are not received sold prior to the end of the Offering Period, the Offering will be terminated and all funds received from Subscribers will be returned, without interest and without any deduction. The day that the Offering Period terminates is hereinafter referred to as the "Termination Date." (b) Subject to the performance by the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of the Company contained in this Agreement, Commonwealth Associates hereby accepts such agency and agrees to use its best efforts to assist the Company in finding qualified subscribers pursuant to the Offering described in the Offering Documents. It is understood that the Placement Agent has no commitment to sell the Units. Your agency hereunder is not terminable by the Company except upon termination of the Offering Period. (c) You may engage other persons, selected by you in your discretion, that are members of the National Association of Securities Dealers, Inc., ("NASD") and that have executed a Selected Dealers Agreement substantially in the form attached hereto as Schedule A, to assist you in the Offering (each such person being hereinafter referred to as a "Selected Dealer") and you may allow such persons such part of the compensation and payment of expenses payable to you hereunder as you shall determine. Each Selected Dealer shall be required to agree in writing to comply with the provisions of, and to make the representations, warranties and covenants contained in, this Section 1. (d) Subscriptions for Units shall be evidenced by the execution by Subscribers of a Subscription Agreement. No Subscription Agreement shall be effective unless and until it is accepted by the Company. Any subscription may be rejected at the sole discretion of the Company or the Placement Agent. Until the Closing, all subscription funds received shall be held as described in the Subscription Agreement. The Placement Agent shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Subscription Agreement or the authenticity, sufficiency, or validity of any check delivered by any prospective investor in payment for Units. (e) The Placement Agent and its affiliates may purchase Units sold in the Offering.

Appointment of Placement Agent. (a) The Placement Agent is hereby appointed exclusive placement agent of the Company (subject to the Placement Agent's right to have Selected Dealers, as defined in Section 1(c) hereof, participate in the Offering) during the Offering Period herein specified for the purposes of assisting the Company in finding qualified subscribers in offshore transactions under Regulation S pursuant to the Offering described in the Offering Documents. The Placement Agent shall not be deemed an agent of the Company for any other purpose. The "OFFERING PERIODOffering Period" shall commence on the day the CTS #1 is Offering Documents are first made available to the Placement Agent by the Company for delivery in connection with the offering for the sale of the Units (the "COMMENCEMENT DATECommencement Date"). Upon receipt of the Minimum Offering amount, the Placement Agent may conduct a closing (the "INITIAL CLOSING DATEInitial Closing Date") and may conduct subsequent closings on an interim basis until the relevant Maximum Offering amount (and any Placement Agent's Option over-allotment amount) has been reached or the Offering is terminated (the "FINAL CLOSING DATEFinal Closing Date"). Each such closing may be referred to herein as a "CLOSINGClosing". If not terminated earlier pursuant to this Agreement, the Offering Period shall terminate at 11:59 a.m. p.m. New York City Time on December 31January, [ ] 1998, subject to an extension, (written notice of which shall be provided to the Company), at the option of the Placement Agent, for an additional sixty (60) days (the "TERMINATION DATETermination Date"), accordingly, the Offering Period shall terminate on the Final Closing Date or the Termination Date, as the case may be. If subscriptions for the Minimum Offering amount of 20 25 Units are not received prior to the end of the Offering Period, the Offering will be terminated and all funds received from Subscribers will be returned, without interest and without any deduction.

Appointment of Placement Agent. (a) The You are hereby appointed exclusive Placement Agent is hereby appointed placement agent of the Company (subject to the Placement Agent's right to have Selected Dealers, as defined in Section 1(c) hereof, participate in the Offering) during the Offering Period offering period herein specified ("Offering Period") for the purposes purpose of assisting the Company in finding placing the Units with purchasers who are qualified subscribers in offshore transactions under Regulation S pursuant to the Offering described in the Offering Documentsaccredited investors ("Subscribers"). The Placement Agent shall not be deemed an agent of the Company for any other purpose. The "OFFERING PERIOD" Offering Period shall commence on the day the CTS #1 is Offering Documents are first made available to you by the Company and shall continue until November 15, 1996; provided, however, that the Offering Period may be extended for an additional period not to exceed thirty (30) days by the mutual decision of the Company and the Placement Agent without notice to any Subscriber. If, at any time during the Offering Period, subscriptions for the 32 Units have been received (including up to 5 Units that may be subscribed for by the Company for delivery in connection with the offering for the sale holders ("October Note Holders") of the Units October Notes (as defined in the "COMMENCEMENT DATE"). Upon receipt Term Sheet) and paid for by tender of the Minimum Offering amount, the Placement Agent may conduct a closing (the "INITIAL CLOSING DATE"October Notes) and may conduct subsequent closings on an interim basis until the relevant Maximum Offering amount accepted (and any Placement Agent's Option amountfunds in payment therefor have cleared) has been reached or the Offering is terminated (the "FINAL CLOSING DATE"). Each such closing may be referred to herein as a "CLOSING". If not terminated earlier pursuant to this Agreement, the Offering Period shall terminate at 11:59 a.m. New York City Time on December 31, 1998, subject to an extension, (written notice of which shall be provided to by the Company), at then, upon the option mutual consent of the Company and the Placement Agent, for an additional sixty a closing shall take place with respect to such accepted subscriptions (60) days (the "TERMINATION DATEClosing"), accordingly, the Offering Period shall terminate on the Final Closing Date or the Termination Date, as the case may be. If subscriptions for the Minimum Offering amount of 20 Units are not received sold prior to the end of the Offering PeriodPeriod (including any extension thereof), the Offering will be terminated and all funds received from Subscribers (and the October Notes if they have been tendered) will be returned, without interest and without any deduction. The day that the Offering Period terminates is hereinafter referred to as the "Termination Date." You hereby accept such agency and agree to assist the Company in placing Units with the Subscribers. Your agency hereunder is not terminable by the Company except upon termination of the Offering or breach by you of your obligations hereunder.

Appointment of Placement Agent. (a) The You are hereby appointed exclusive Placement Agent is hereby appointed placement agent of the Company (subject to the Placement Agent's your right to have Selected Dealers, as defined in Section 1(c) hereof, selected dealers participate in the OfferingPlacements) during the Offering Period respective offering periods for the Placements herein specified for the purposes of assisting the Company in finding qualified subscribers in offshore transactions under Regulation S pursuant to the Offering described in the Offering DocumentsSubscribers. The Placement Agent shall not be deemed an agent of offering period for the Company for any other purpose. The Bridge Financing (the "OFFERING PERIOD" Bridge Offering Period") shall commence on the day the CTS #1 is Offering Documents are first made available to the Placement Agent you by the Company for delivery in connection with the offering for sale of the Bridge Units and shall continue until the earlier to occur of (i) the sale of all of the Bridge Units or (ii) October 15, 1999. The day that the Bridge Offering Period terminates is hereinafter referred to as the "Bridge Termination Date." The offering period for the Offering (the "Preferred Offering Period") shall commence after completion of the Bridge Financing and on the day the Offering Documents are first made available to you by the Company for delivery in connection with the offering for sale of the Offering Units and shall continue until the earlier to occur of (i) the sale of the Units Maximum Offering or (the "COMMENCEMENT DATE")ii) November 30, 1999. Upon receipt of If the Minimum Offering amount, the Placement Agent may conduct a closing (the "INITIAL CLOSING DATE") and may conduct subsequent closings on an interim basis until the relevant Maximum Offering amount (and any Placement Agent's Option amount) has been reached or the Offering is terminated (the "FINAL CLOSING DATE"). Each such closing may be referred to herein as a "CLOSING". If not terminated earlier pursuant to this Agreement, the Offering Period shall terminate at 11:59 a.m. New York City Time on December 31, 1998, subject to an extension, (written notice of which shall be provided to the Company), at the option of the Placement Agent, for an additional sixty (60) days (the "TERMINATION DATE"), accordingly, the Offering Period shall terminate on the Final Closing Date or the Termination Date, as the case may be. If subscriptions for the Minimum Offering amount of 20 Units are not received sold prior to the end of the Preferred Offering Period, the Offering will be terminated and all funds received from Subscribers will be returned, without interest and without any deduction.. The day that the Preferred Offering Period terminates is hereinafter referred to as the "Preferred Termination

Appointment of Placement Agent. (a) The You are hereby appointed exclusive Placement Agent is hereby appointed placement agent of the Company (subject to the Placement Agent's your right to have selected dealers ("Selected Dealers, as defined ") in Section 1(cgood standing with the National Association of Securities Dealers ("NASD") hereof, participate in the OfferingFinancing) during the Offering Period offering periods for the Financing herein specified for the purposes of assisting the Company in finding qualified subscribers in offshore transactions under Regulation S pursuant to the Offering described purchasers in the Offering DocumentsFinancing. The Placement Agent shall not be deemed an agent of offering period for the Company for any other purpose. The Financing (the "OFFERING PERIOD" Offering Period") shall commence on the day the CTS #1 is Offering Documents relating thereto are first made available to the Placement Agent you by the Company for delivery in connection with the offering for sale of the Securities and shall continue until the earlier to occur of: (i) the sale of the Units Maximum Offering; (ii) the "COMMENCEMENT DATE"). Upon receipt closing of the Minimum Offering amounthas not occurred by June 17, 2000 (except in any case where the Placement Agent is prepared to close on the Minimum Offering by such date); (iii) August 28, 2000; or (iv) the date the parties mutually agree in writing to terminate the Financing. In any event, however, the Placement Agent may conduct a closing (shall use its best efforts to close at least $5,000,000 of gross proceeds of the "INITIAL CLOSING DATE") Financing by June 15, 2000, at least $5,000,000 of additional gross proceeds of the Financing by July 31, 2000, and may conduct subsequent closings on at least an interim basis until additional $5,000,000 of gross proceeds of the relevant Maximum Offering amount (and any Placement Agent's Option amount) has been reached or the Offering is terminated (the "FINAL CLOSING DATE"). Each such closing may be referred to herein as a "CLOSING"Financing by August 28, 2000. If not terminated earlier pursuant to this Agreement, the Offering Period shall terminate at 11:59 a.m. New York City Time on December 31, 1998, subject to an extension, (written notice of which shall be provided to the Company), at the option of the Placement Agent, for an additional sixty (60) days (the "TERMINATION DATE"), accordingly, the Offering Period shall terminate on the Final Closing Date or the Termination Date, as the case may be. If subscriptions for the Minimum Offering amount of 20 Units are is not received sold prior to the end of the Offering Period, the Offering Financing will be terminated and all funds received from Subscribers Purchasers (as defined below) will be returned, without interest and without any deduction. The day that the Offering Period terminates is hereinafter referred to as the "Termination Date". The Termination Date may be extended for up to thirty (30) days by mutual agreement of the Placement Agent and the Company. (b) Subject to the performance by the Company of all of its obligations to be performed under this Agency Agreement and to the completeness and accuracy of all representations and warranties of the Company contained in this Agency Agreement, the Placement Agent hereby accepts such agency and agrees to use its best efforts to assist the Company in finding qualified Purchasers (as defined below). Except as expressly set forth herein, it is understood that the Placement Agent has no commitment to sell the Securities. Except as expressly set forth herein, your agency hereunder is not terminable by the Company except upon termination of the Offering Period. (c) Purchases of Securities shall be evidenced by the execution by the investors (the "Purchasers") and the Company of the Securities Purchase Agreement. The Placement Agent shall not have any obligation to independently verify the accuracy or completeness of any information contained in the Securities Purchase Agreement or the authenticity, sufficiency, or validity of any check delivered by any prospective investor in payment for the Securities. (d) The Placement Agent and/or its affiliates will be investors in the Financing. (e) In connection with your appointment as exclusive Placement Agent, Commonwealth shall provide the following services to the Company: (i) advise the Company with respect to the form and structure of the Financing; (ii) assist the Company in developing any necessary materials; (iii) identify and make contact with prospective financing sources; (iv) assist the Company in conducting presentations and due diligence meetings with prospective financing sources; and (v) provide such other financial advisory and investment banking services required to close the Financing.

Appointment of Placement Agent. (a) The You are hereby appointed exclusive Placement Agent is hereby appointed placement agent of the Company (subject to the Placement Agent's right to have Selected Dealers, as defined in Section 1(c) hereof, participate in the Offering) during the Offering Period offering period herein specified (the "Offering Period") for the purposes of assisting the Company on a "best efforts" basis in finding qualified subscribers Subscribers for the purchase of Securities and to identify potential sources to engage in offshore Other Financing transactions under Regulation S pursuant to with the Offering described Company in connection with the Offering DocumentsOffering. The Placement Agent shall not be deemed an agent of the Company for any other purpose. The "OFFERING PERIOD" Offering Period shall commence on the day the CTS #1 is first made available to date of delivery and acceptance by the Placement Agent of the Memorandum generated and reviewed by Company counsel and Placement Agent's counsel, respectively, the Company for delivery in connection Company's Form 10 as filed with the offering for Securities and Exchange Commission (the "Commission"), including the financial statements contained therein, and the due diligence list attached hereto as Exhibit D ("Commencement Date"). The Minimum Amount must be sold within 45 days after the Commencement Date. If the Minimum Amount is sold during such time period, then the Offering shall continue until the earlier to occur of: (i) the sale of the Units Maximum Amount; or (ii) 12 months from the "COMMENCEMENT DATE"). Upon receipt completion of the sale of the Minimum Offering amount, the Placement Agent may conduct a closing (the "INITIAL CLOSING DATE") and may conduct subsequent closings on an interim basis until the relevant Maximum Offering amount (and any Placement Agent's Option amount) has been reached or the Offering is terminated (the "FINAL CLOSING DATE"). Each such closing may be referred to herein as a "CLOSING"Amount. If not terminated earlier pursuant to this Agreement, the Offering Period shall terminate at 11:59 a.m. New York City Time on December 31, 1998, subject to an extension, (written notice of which shall be provided to the Company), at the option of the Placement Agent, for an additional sixty (60) days (the "TERMINATION DATE"), accordingly, the Offering Period shall terminate on the Final Closing Date or the Termination Date, as the case may be. If subscriptions for the Minimum Offering amount of 20 Units are Amount is not received prior to sold during the end of the Offering Periodtime period set forth herein, the Offering will be terminated and all funds received from Subscribers and held in a special non-interest bearing escrow account (the "Account") at Republic National Bank, New York, New York (the "Bank") will be returned, without deduction or accrued interest thereon. It is anticipated that the Placement Agent will sell $7.5 million of Securities within 90 days after the Commencement Date, $11 million of Securities within 150 days after the Commencement Date, and without $14.5 million of Securities within 210 days after the Commencement Date, provided, however, in the event that $7.5 million of Securities are not sold within 150 days after the Commencement Date, this Agreement shall be subject to renegotiation by the parties hereto. You hereby accept such agency and agree to assist the Company in finding qualified Subscribers for the purchase of the Securities in connection with the Offering and to identify potential sources to engage in Other Financing transactions with the Company in connection with the Offering. Unless specified otherwise herein writing, your agency hereunder is not terminable by the Company except upon termination of the Offering. As part of the Placement Agent's exclusive representation of the Company with respect to the Offering, the Placement Agent shall assist the Company in identifying potential investors and sources of Other Financing and shall on behalf of the Company, contact such potential investors and other potential investors as the Company may designate. In addition, the Placement Agent shall assist the Company in structuring, negotiating and effecting the Offering. The Company agrees that, during the course of the engagement hereunder, in the event that it, or any deductionof its management or affiliates, shall initiate any negotiations with third parties with respect to the Offering and to the extent any of such persons receives an inquiry or offer from any third parties concerning the Offering or any other financing related to the Company, they will reasonably promptly inform the Placement Agent as to the name of such person and the date of such initial contact. Sands Brothers has been appointed pursuant to the Letter Agreement to negotiate the best terms available for each Potential Investment and Potential Joint Venture (as each term is defined therein) but in the event that such a proposal is reasonably considered to be of strategic importance, the Company shall retain the sole right to determine whether any such Potential Investment or Potential Joint Venture is to be consummated.

Appointment of Placement Agent. (a) The Placement Agent ICP is hereby appointed as exclusive placement agent of the Company (subject to the Placement Agent's ICP’s right to have foreign dealers (“Selected Dealers, as defined in Section 1(c”) hereof, participate in the OfferingPlacement) during the Offering Period herein specified “PPO Period” (defined below) for the purposes of assisting the Company in finding qualified subscribers in offshore transactions under Regulation S pursuant to the Offering described in the Offering DocumentsSubscribers. The Placement Agent shall not be deemed an agent of offering period for the Company for any other purpose. The "OFFERING PERIOD" PPO (the “PPO Period”) shall commence on the day the CTS #1 is Offering Documents are first made available to the Placement Agent by the Company for delivery in connection with the offering for PPO, which is expected to be on or about June 14, 2007 (the “Delivery Date” or the “Commencement Date”) and shall continue until the earlier to occur of: (i) the sale of the Units (the "COMMENCEMENT DATE"). Upon receipt all of the Minimum Offering amountShares, or (ii) the close of business on August 26, 2007. The day that the PPO Period expires is hereinafter referred to as the “PPO Termination Date. The PPO Termination Date may be further extended for up to an additional 30 days by mutual agreement of ICP and the Company. (a) Subject to the performance by the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of the Company contained in this Agreement, the Placement Agent may conduct hereby accepts such agency and agrees to use its best efforts to assist the Company in finding qualified Subscribers. It is understood that the Placement Agent has no commitment to sell the Shares. ICP’s agency hereunder is not terminable by the Company except upon termination of the PPO Offering Period. (b) Subscriptions for Shares shall be evidenced by the execution by Subscribers of a closing (Subscription Agreement and Questionnaire. No Subscription Agreement shall be effective unless and until it is accepted and countersigned by the "INITIAL CLOSING DATE") and may conduct subsequent closings on an interim basis until the relevant Maximum Offering amount (and any Company. The Placement Agent's Option amount) has been reached Agent or the Offering is terminated Company shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Subscription Agreement or the authenticity, sufficiency, or validity of any check delivered by any prospective Subscriber in payment for Shares. (the "FINAL CLOSING DATE"). Each such closing c) The Placement Agent and/or its affiliates may be referred to herein as a "CLOSING". If not terminated earlier pursuant to this Agreement, Subscribers in the Offering Period shall terminate at 11:59 a.m. New York City Time on December 31, 1998, subject to an extension, (written notice of which shall be Placement; provided to the Company), at the option that said Placement Agent and/or its affiliates satisfy all of the conditions and provide appropriate representations set forth in the Transaction Documents and inform the Company of their intent to be a Subscriber in the Placement Agent, for an additional sixty (60) at least 15 days (the "TERMINATION DATE"), accordingly, the Offering Period shall terminate on the Final Closing Date or the Termination Date, as the case may be. If subscriptions for the Minimum Offering amount of 20 Units are not received prior to the end of the Offering Period, the Offering will be terminated and all funds received from Subscribers will be returned, without interest and without any deductionPPO Termination Date.

Appointment of Placement Agent. (a) The You are hereby appointed exclusive Placement Agent is hereby appointed placement agent of the Company (subject to the Placement Agent's your right to have Selected Dealers, as defined in Section 1(c) hereof, participate in the Offering) during the Offering Period herein specified for the purposes of assisting the Company in finding qualified subscribers in offshore transactions under Regulation S Subscribers pursuant to the Offering offering (the "Offering") described in the Offering Documents. The Placement Agent shall not be deemed an agent of the Company for any other purpose. The "OFFERING PERIOD" Offering Period shall commence on the day (the CTS #1 is "Commencement Date") the Offering Documents are first made available to the Placement Agent you by the Company for delivery in connection with the offering for the sale of the Units and shall continue until the earlier to occur of (i) the "COMMENCEMENT DATE"sale of all of the Maximum Offering or (ii) 60 days after the Commencement Date (unless extended for a period of up to 60 days under circumstances specified in the Memorandum). Upon receipt of If the Minimum Offering amount, the Placement Agent may conduct a closing (the "INITIAL CLOSING DATE") and may conduct subsequent closings on an interim basis until the relevant Maximum Offering amount (and any Placement Agent's Option amount) has been reached or the Offering is terminated (the "FINAL CLOSING DATE"). Each such closing may be referred to herein as a "CLOSING". If not terminated earlier pursuant to this Agreement, the Offering Period shall terminate at 11:59 a.m. New York City Time on December 31, 1998, subject to an extension, (written notice of which shall be provided to the Company), at the option of the Placement Agent, for an additional sixty (60) days (the "TERMINATION DATE"), accordingly, the Offering Period shall terminate on the Final Closing Date or the Termination Date, as the case may be. If subscriptions for the Minimum Offering amount of 20 Units are not received sold prior to the end of the Offering Period, the Offering will be terminated and all funds received from Subscribers will be returned, without interest and without any deduction. The day that the Offering Period terminates is hereinafter referred to as the "Termination Date." (b) Subject to the performance by the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of the Company contained in this Agreement, Commonwealth Associates hereby accepts such agency and agrees to use its best efforts to assist the Company in finding qualified subscribers pursuant to the Offering described in the Offering Documents. It is understood that the Placement Agent has no commitment to sell the Units. Your agency hereunder is not terminable by the Company except upon termination of the Offering Period. (c) You may engage other persons, selected by you in your discretion, that are members of the National Association of Securities Dealers, Inc., ("NASD") and that have executed a Selected Dealers Agreement substantially in the form attached hereto as Schedule A, to assist you in the Offering (each such person being hereinafter referred to as a "Selected Dealer") and you may allow such persons such part of the compensation and payment of expenses payable to you hereunder as you shall determine. Each Selected Dealer shall be required to agree in writing to comply with the provisions of, and to make the representations, warranties and covenants contained in, this Section 1. (d) Subscriptions for Units shall be evidenced by the execution by Subscribers of a Subscription Agreement. No Subscription Agreement shall be effective unless and until it is accepted by the Company. Any subscription may be rejected at the sole discretion of the Company or the Placement Agent. Until the Closing, all subscription funds received shall be held as described in the Subscription